Florida Statutes
Fla. Stat. § 621.11 (2025)
Alienation of shares and ownership interests; restrictions.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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621.11 Alienation of shares and ownership interests; restrictions.—
(1) No shareholder of a corporation organized under this act may sell or transfer her or his shares in such corporation except to another professional corporation, professional limited liability company, or individual, each of which must be eligible to be a shareholder of such corporation.
(2) No member of a limited liability company organized under this act may sell or transfer ownership interest in the limited liability company except to another professional corporation, professional limited liability company, or individual, each of which must be eligible to be a member of the limited liability company.
History.—s. 11, ch. 61-64; s. 3, ch. 67-590; s. 12, ch. 93-110; s. 85, ch. 93-284; s. 171, ch. 97-102.
Notes of Decisions
Cited in 5
cases (1 in the last 5 years), 1967–2024 · leading case: Corlett, Killian, Hardeman v. Merritt, 478 So. 2d 828 (Fla. 3d DCA 1985).
Corlett, Killian, Hardeman v. Merritt, 478 So. 2d 828 (Fla. 3d DCA 1985). “The shortcomings of Section 621.11, Florida Statutes (1961), were pinpointed as (1) the ambiguity in requiring a majority vote of the outstanding stock if the prospective seller is the sole stockholder or the majority stockholder; and (2) the unresolved doubt in the situation…”
Lehtinen v. Drs. Lehtinen, Mervart & West, Inc., 788 N.E.2d 1079 (Ohio 2003). “” Fla.Stat. 621.11 provides that “[n]o shareholder of a corporation organized under this act may sell or transfer her or his shares in such corporation except to another * * * individual [who is] eligible to be a shareholder of such corporation.”
Street v. Sugerman, 202 So. 2d 749 (Fla. 1967). “and F.S. § 621.11, F.S.A.) There is no doubt but that the statute effectively proscribes the issue, sale or transfer of stock in a professional service corporation to others not members of the profession.”
Sugerman v. Street, 198 So. 2d 57 (Fla. 3d DCA 1967). “* * * ” Section 621.11, Florida Statutes, F.S.A. (Emphasis supplied) ‡ ;j ‡ ;j: ^ ‡ The chancellor interpreted the statute as a determination by the legislature precluding a non-professional judgment creditor from his right to levy upon stock in a professional service…”
J.B. Harris, P.A. v. Virage Capital Mgmt. LP (Fla. 3d DCA 2024). “Compare § 621.11(1), Fla. Stat. (2024). The provisions of this Act shall not be construed as repealing, modifying or restricting the applicable provisions of law relating to incorporations, sales of securities or regulating the several professions enumerated in this Act except…”
— 621.11(1) — 1 case
J.B. Harris, P.A. v. Virage Capital Mgmt. LP (Fla. 3d DCA 2024). “Compare § 621.11(1), Fla. Stat. (2024). The provisions of this Act shall not be construed as repealing, modifying or restricting the applicable provisions of law relating to incorporations, sales of securities or regulating the several professions enumerated in this Act except…”
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