Q: Since I am a licensed psychotherapist, I believe Florida would require a PLLC. Would it be possible to do this structure?
Thank you to Dallas Williams, owner of District Therapy and Wellness (IG: @dcteletherapy) in Washington DC and Miami, FL, for that great question! Assuming that you’re relocating your business to Florida, we’re pleased to tell you that moving a PLLC to Florida is relatively simple, thanks to a process known as conversion. Here’s what you need to know:
Does Florida recognize PLLCs?
Yes. Florida’s Professional Service Corporation and Limited Liability Company Act allows any individual or group of people licensed in the state of Florida to render professional services to form a Professional Limited Liability Company (PLLC).
What’s considered a “professional service” in Florida?
Professional services in Florida are services or procedures that can only be rendered by someone who has been licensed by a governing board or received another form of legal authorization. Such professions include, but are not limited to:
- Architects
- Attorneys
- CPAs
- Public accountants
- Dentists
- Life insurance agents
- Physicians
- Surgeons
- Veterinarians
How do I move my PLLC to Florida?
The simplest way to move a business entity from another state to Florida is through a process called conversion. Entity conversion will transfer your company’s formation documents from your current state to Florida, making Florida your new state of domicile. This process is often easier and more cost-effective than dissolving your company, then forming it anew. (Though that’s also an option.) Here’s what you’ll need to do:
- Complete a Plan of Conversion
- Submit Florida’s Articles of Conversion form
- Include Florida LLC Articles of Organization (attached to Articles of Conversion form)
- Pay $150 filing fee ($25 for articles of conversion, $125 for articles of organization)
All documents should be compiled together and submitted, along with a cover letter, to the Florida Department of State.
Where do I send my Florida Articles of Conversion?
You can submit your Articles of Conversion by mail or in person.
By Mail:
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
In Person:
New Filing Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
This form is for an LLC—how do I submit Articles of Conversion for a PLLC?
Florida does not have separate forms for PLLCs. To ensure you’re filing for a PLLC rather than an LLC, you’ll have to make sure you follow Florida’s PLLC naming restrictions. According to FL Stat § 621.12, your business name must contain the word “chartered,” OR either one of the following:
- Professional Limited Liability Company
- P.L.L.C.
- PLLC
What is a Plan of Conversion?
The Plan of Conversion is an internal document you will have to draft and adopt before submitting Articles of Conversion to the Florida Department of State. According to FL Stat § 605.1042 Your Plan of Conversion must include:
- Name of converting PLLC
- PLLC name and jurisdiction of formation in Florida
- Financial plan for converting company interests
- Proposed articles of organization
- Proposed operating agreement (or “private organic rules of the converted entity”)
- Any other statements or provisions that might be required by the laws of your jurisdiction in Florida
Your plan of conversion must not only be approved by all members of your PLLC, but it must also be approved by the laws of the state or jurisdiction in which your PLLC was first formed.
Does Florida recognize domestication?
Sort of. According to FL Stat § 605.1051, the process of Domestication in Florida only applies to “non-United States” entities. Instead, what most states refer to as “domestication” Florida calls “conversion.”