Florida Statutes
Fla. Stat. § 621.13 (2025)
Applicability of chapters 605 and 607.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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621.13 Applicability of chapters 605 and 607.—
(1) Chapter 607 is applicable to a corporation organized pursuant to this act except to the extent that any of the provisions of this act are interpreted to be in conflict with the provisions of chapter 607. In such event, the provisions and sections of this act shall take precedence with respect to a corporation organized pursuant to the provisions of this act.
(2) Chapter 605 is applicable to a limited liability company organized pursuant to this act except to the extent that any of the provisions of this act are interpreted to be in conflict with the provisions of chapter 605. In such event, the provisions and sections of this act shall take precedence with respect to a limited liability company organized pursuant to the provisions of this act.
(3) A professional corporation or limited liability company heretofore or hereafter organized under this act may change its business purpose from the rendering of professional service to provide for any other lawful purpose by amending its certificate of incorporation in the manner required for an original incorporation under chapter 607 or by amending its certificate of organization in the manner required for an original organization under chapter 605. However, such an amendment, when filed with and accepted by the Department of State, shall remove such corporation or limited liability company from the provisions of this chapter including, but not limited to, the right to practice a profession. A change of business purpose shall not have any effect on the continued existence of the corporation or limited liability company.
History.—s. 13, ch. 61-64; ss. 10, 35, ch. 69-106; s. 2, ch. 69-288; s. 210, ch. 77-104; s. 179, ch. 90-179; s. 14, ch. 93-110; s. 87, ch. 93-284; s. 20, ch. 2008-187; ss. 27, 28, ch. 2013-180.
Notes of Decisions
Cited in 5
cases, 1969–2007 · leading case: Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999).
Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). “See § 621.13(1), Fla. Stat. (1997). [4] These include sections 607.”
Corlett, Killian, Hardeman v. Merritt, 478 So. 2d 828 (Fla. 3d DCA 1985). “[3] Section 621.13 defines the interrelationship between Chapter 607 and Chapter 621: Chapter 607 is applicable to a corporation organized pursuant to Chapter 621, except to the extent that provisions of 621 conflict with those of 607, and in such case, provisions of 621 shall…”
Smith v. United States, 301 F. Supp. 1016 (S.D. Fla. 1969). “The stockholders of the Professional Association, by virtue of the provisions of § 621.13, Florida Statutes, F.S.A., have sharply limited liability.”
Shenkman v. Wald, 609 So. 2d 686 (Fla. 4th DCA 1992). “The foregoing provisions are made applicable to professional associations by virtue of section 621.13, Florida Statutes (1985). The counterpart to former section 607.”
In Re Adams, 389 B.R. 762 (Bankr. M.D. Fla. 2007). “” Fla. Stat. § 621.13 (1). Where a conflict appears between the general corporation laws of Florida (Chapter 607) and the laws governing professional service corporations, the provisions of Chapter 621 take precedence with respect to professional service corporations.”
— 621.13(1) — 1 case
Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). “See § 621.13(1), Fla. Stat. (1997). [4] These include sections 607.”
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