Florida Statutes

Fla. Stat. § 621.09 (2025)

Limitation on issuance and transfer of ownership.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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621.09 Limitation on issuance and transfer of ownership.—

(1) No corporation organized under the provisions of this act may issue any of its capital stock to anyone other than a professional corporation, a professional limited liability company, or an individual who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated. No shareholder of a corporation organized under this act shall enter into a voting trust agreement or any other type agreement vesting another person with the authority to exercise the voting power of any or all of that person’s stock.

(2) No person shall be admitted as a member of a limited liability company organized under this act, unless such person is a professional corporation, a professional limited liability company, or an individual, each of which must be duly licensed or otherwise legally authorized to render the same specific professional services as those for which the limited liability company is organized. No member of a limited liability company organized under this act shall enter into any type of agreement vesting another person with the authority to exercise any of that member’s voting power in the limited liability company.

History.—s. 9, ch. 61-64; s. 10, ch. 93-110; s. 83, ch. 93-284.

Notes of Decisions

Cited in 11 cases (1 in the last 5 years), 1967–2024 · leading case: In Re Six, 190 B.R. 958 (Bankr. M.D. Fla. 1995).

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In Re Six, 190 B.R. 958 (Bankr. M.D. Fla. 1995). · cites it 3× “It is clear from the Statute cited earlier, Fla. Stat. 621.09 and 621.11, that no corporation organized as a professional service corporation may issue stock to anyone other than to a professional who is duly licensed or legally authorized to render the same specific…”

McCormick v. Dunn & Black, PS, 167 P.3d 610 (Wash. Ct. App. 2007). “However, other jurisdictions have addressed this issue. Under the Florida Professional Service Corporation Act, shares of stock in a professional corporation can be transferred only to a duly licensed member of the profession, but are otherwise freely transferable.”

Gulf Mortg. & Realty Investments v. Alten, 422 A.2d 1090 (Pa. Super. Ct. 1980). “F.S.A. § 621.09, § 621.11. 5 . Our order does not dispose of the issue of who may be ultimately entitled to the shares of Meneses & Dean, P.”

Lehtinen v. Drs. Lehtinen, Mervart & West, Inc., 788 N.E.2d 1079 (Ohio 2003). “Fla.Stat. 621.09 provides that “[n]o corporation organized under the provisions of this act may issue any of its capital stock to anyone other than * * * an individual who is duly licensed * * * to render the same specific professional services as those for which the corporation…”

Street v. Sugerman, 202 So. 2d 749 (Fla. 1967). · cites it 2× “(See F.S. § 621.09, F.S.A. and F.S. § 621.11, F.”

McCormick v. Dunn & Black, PS, 140 Wash. App. 873 (Wash. Ct. App. 2007). “However, other jurisdictions have addressed this issue. Under the Florida Professional Service Corporation Act, shares of stock in a professional corporation can be transferred only to a duly licensed member of the profession but are otherwise freely transferable.”

Corlett, Killian, Hardeman v. Merritt, 478 So. 2d 828 (Fla. 3d DCA 1985). “Therefore, while shares of stock in a professional corporation can be transferred only to a duly licensed member of the profession, see § 621.09, they are otherwise freely transferable, and there is presently no requirement that they be transferred to an employee of the…”

Sugerman v. Street, 198 So. 2d 57 (Fla. 3d DCA 1967). · cites it 2× “” Section 621.09, Florida Statutes, F.S.A. (Emphasis supplied) % ifc “Alienation of shares, restriction.”

J.B. Harris, P.A. v. Virage Capital Mgmt. LP (Fla. 3d DCA 2024). · cites it 2× “Compare § 621.09(1), Fla. Stat. (2024). No shareholder of a corporation organized under this Act may sell or transfer his shares in such corporation except to another individual who is eligible to be a shareholder of such corporation, and such sale or transfer may be made only…”

In Re Adams, 389 B.R. 762 (Bankr. M.D. Fla. 2007). · cites it 2× “” Fla. Stat. § 621.09 (1). The statute is generally interpreted to mean that professional service corporations may not issue stock to anyone other than licensed professionals.”

Johnson v. Walden (In re Urban), 138 B.R. 632 (Bankr. M.D. Fla. 1992). “§§ 621.09, 621.11, prohibits the sale or transfer of stock in a professional service corporation to individuals who are not members of the profession.”

— 621.09(1) — 1 case

J.B. Harris, P.A. v. Virage Capital Mgmt. LP (Fla. 3d DCA 2024). “Compare § 621.09(1), Fla. Stat. (2024). No shareholder of a corporation organized under this Act may sell or transfer his shares in such corporation except to another individual who is eligible to be a shareholder of such corporation, and such sale or transfer may be made only…”

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