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LexiState
comparisonUpdated 2026-03-31

LLC vs PLLC in Florida (2026)

---
title: "LLC vs PLLC in Florida: Formation Costs, Taxes & Liability (2026)"
description: "Compare Florida LLCs and PLLCs. Formation fees, annual costs, tax treatment, liability protection, and compliance requirements explained with exact statute citations."
slug: llc-vs-pllc-florida
date: 2026-03-31
updated_at: 2026-03-31
author: Editorial Team
page_type: entity_comparison
state: florida
schema_type: FAQPage
keywords: ["LLC Florida", "PLLC Florida", "formation costs", "liability protection", "professional LLC"]
categories: ["Business Formation", "Entity Comparison", "Florida Business"]
reading_time: "12 minutes"
content_type: entity_comparison
---

Introduction

Choose an LLC if you operate a general business and want maximum flexibility with minimal compliance burden. Choose a PLLC if you're a licensed professional (attorney, CPA, architect, engineer, physician, dentist, veterinarian, chiropractor, podiatrist, or life insurance agent) and need the liability shield specifically designed for professional services.

Both entities file with the Florida Division of Corporations at https://dos.fl.gov/sunbiz/. Both cost $125 to form and $138.75 annually. The critical difference: PLLCs are governed by Fla. Stat. ch. 621 and restrict ownership to licensed professionals in the same field, while LLCs under Fla. Stat. §§ 605.0201–605.0213 accept any owner, including foreign investors.

FAQ: Three Practical Comparison Questions

Question 1: Can I convert my LLC to a PLLC later if I become licensed?

Yes. You can amend your Articles of Organization to convert to a PLLC once you hold the required professional license under Fla. Stat. ch. 621. However, all owners must then be licensed in the same profession. If you have non-licensed members, conversion is blocked until they exit or you restructure ownership.

Question 2: Do LLCs and PLLCs pay Florida income tax?

No. Florida has no state income tax (Fla. Stat. § 605.0201 context). Both entities are pass-through for federal purposes: single-member LLCs default to Schedule C (disregarded entity), multi-member LLCs and all PLLCs default to Form 1065 (partnership). You pay federal self-employment tax on net earnings. You must register for Florida sales tax (6% state rate plus county surtax) if you sell taxable goods or services.

Question 3: What happens if I miss the annual report deadline?

Both LLCs and PLLCs face identical penalties. If you miss the May 1 deadline, you owe a $400 late fee per Fla. Stat. § 605.0210. If the report remains unfiled by 5:00 p.m. Eastern Time on the third Friday in September, the entity is administratively dissolved on the fourth Friday in September. Reinstatement costs $100 plus all delinquent fees and penalties.

Side-by-Side Comparison Table

Dimension LLC PLLC
Formation Cost $125 (Articles of Organization) $125 (Articles of Organization)
Annual Cost $138.75 annual report $138.75 annual report
Ownership Restrictions None; foreign owners allowed Licensed professionals only; same profession required
Liability Protection Yes; standard charging order protection (Fla. Stat. § 605.0503) Yes; professional liability shield (Fla. Stat. ch. 621)
Tax Treatment (Federal) Single-member: disregarded (Schedule C); multi-member: partnership (Form 1065) Partnership (Form 1065)
Florida Income Tax None None
Self-Employment Tax Yes, applies to net earnings Yes, applies to net earnings
Management Member-managed or manager-managed (default: member-managed per Fla. Stat. § 605.0105) Manager-managed or member-managed (default: member-managed)
Operating Agreement Required No (Fla. Stat. § 605.0105) No (Fla. Stat. ch. 621)
Registered Agent Required Yes; Florida resident or authorized entity (Fla. Stat. § 605.0113) Yes; Florida resident or authorized entity
Annual Report Contents Principal office, mailing address, organization date, FEIN, at least one member/manager/rep name and address Same as LLC
Transferability of Ownership Transferable interest transfers only; transferee not admitted as member unless agreed (Fla. Stat. § 605.0502) Same as LLC; restricted to licensed professionals
Compliance Burden Low; no operating agreement required; default rules apply Low; no operating agreement required; default rules apply
Dissolution Cost $25 (Articles of Dissolution) $25 (Articles of Dissolution)
Statute Fla. Stat. §§ 605.0201–605.0213 Fla. Stat. ch. 621

Formation Cost and Process

Both LLCs and PLLCs file identical documents with the Florida Division of Corporations and pay the same $125 filing fee. You file Articles of Organization online at https://dos.fl.gov/sunbiz/start-business/efile/fl-llc/ or by mail to P.O. Box 6327, Tallahassee, FL 32314.

Your Articles must include:

  • LLC or PLLC name with required designator (Limited Liability Company, L.L.C., LLC, or Professional Limited Liability Company, P.L.L.C., PLLC)
  • Principal office street address
  • Mailing address (if different)
  • Registered agent name and Florida street address
  • Written acceptance from your registered agent

An authorized representative can sign and file; you don't need to be a member (Fla. Stat. § 605.0213). You can choose an effective date in the future or file for immediate effectiveness.

Processing time varies by Division workload; online filings are typically faster than mail filings. Once approved, your entity exists and you can open a bank account and conduct business.

First-year total cost: $125 formation + $138.75 annual report (due between January 1 and May 1 of the following year) = $263.75.

If you operate under a name different from your LLC or PLLC name, you must file a fictitious name registration (DBA) for $50 with the Florida Division of Corporations.

Tax Treatment Differences

Florida imposes no state income tax, no franchise tax, and no gross receipts tax on LLCs or PLLCs. This is a major advantage over states like California or New York.

Federal taxation:

  • Single-member LLC: Treated as a disregarded entity; you report business income on Schedule C (Form 1040). You pay self-employment tax on net earnings.
  • Multi-member LLC: Treated as a partnership (Form 1065) unless you elect S-corp or C-corp status. All members pay self-employment tax on their distributive share.
  • PLLC: Always treated as a partnership (Form 1065) unless you elect S-corp or C-corp status. All members pay self-employment tax on their distributive share.

You can elect S-corp or C-corp taxation for both LLCs and PLLCs. An S-corp election (Form 2553) allows you to reduce self-employment tax by paying yourself a reasonable W-2 salary and taking the remainder as distributions. This works for both entities.

Sales tax: If you sell taxable goods or services, you must register for Florida sales tax (6% state rate plus any county surtax). Register at https://floridarevenue.com/taxes/taxesfees/Pages/sales_tax.aspx.

Estimated tax deadlines: April 15, June 15, September 15, and January 15 (federal only; no Florida estimated tax).

Bottom line: Both entities offer identical federal tax treatment. The PLLC provides no tax advantage over an LLC. Choose based on your profession and ownership structure, not tax savings.

Liability and Asset Protection

Both LLCs and PLLCs shield your personal assets from business debts and claims. This is the core benefit of both structures.

Charging order protection: Fla. Stat. § 605.0503 limits a creditor's remedy against an LLC member to a charging order. A charging order gives the creditor the right to receive distributions, but does not make the creditor a member and does not allow the creditor to vote or manage the LLC. This is standard protection—not the strongest available, but solid.

PLLC professional liability shield: Fla. Stat. ch. 621 adds an extra layer for professional services. A PLLC protects members from liability arising from the negligence, malpractice, or wrongful conduct of other members or employees. However, you remain personally liable for your own professional acts. This is critical for multi-member professional firms: if your partner commits malpractice, you are shielded; if you commit malpractice, you are not.

LLC liability: An LLC protects you from business debts and claims against the entity, but does not shield you from your own negligence or malpractice. If you are a licensed professional operating as an LLC (not a PLLC), you remain personally liable for your professional acts.

Practical example: You are a CPA with two partners. You form a PLLC. Partner A commits tax fraud. You are shielded from liability for Partner A's fraud. But if you commit fraud, you are personally liable. If you had formed an LLC instead, you would still be personally liable for your own fraud, and you would also be exposed to Partner A's fraud because the LLC structure does not provide the professional liability shield.

Recommendation: If you are a licensed professional, form a PLLC. The $0 additional cost buys you critical protection against partners' and employees' professional misconduct.

Management and Compliance

Both LLCs and PLLCs default to member-managed unless the Articles or operating agreement specify manager-management (Fla. Stat. § 605.0105). In a member-managed LLC or PLLC, all members have equal voting and management rights unless the operating agreement says otherwise.

Operating agreement: Not legally required for either entity (Fla. Stat. §§ 605.0105–605.0107). If you don't have one, Florida's default rules apply:

  • The LLC is member-managed.
  • Distributions and voting follow statutory defaults.
  • Members and managers remain subject to statutory standards of conduct.
  • A transfer of interest transfers only the transferable interest; the transferee is not admitted as a member unless all members consent.

You should still draft an operating agreement if you have multiple members or want to customize management, distributions, or voting. An operating agreement is not filed with the state; it is an internal document.

Annual compliance:

  • File an annual report between January 1 and May 1 each year.
  • Fee: $138.75.
  • Contents: principal office address, mailing address, organization date, FEIN (if assigned), and the name, title, and address of at least one member, manager, or authorized representative.
  • File online at https://dos.fl.gov/sunbiz/ or by mail.

Registered agent:

  • Required for both LLCs and PLLCs (Fla. Stat. §§ 605.0113–605.0114).
  • Must be a Florida resident individual or a domestic/foreign entity authorized to transact business in Florida.
  • Must have a business address identical to the registered office.
  • A member can serve as registered agent.
  • To change your registered agent, file a Statement of Change of Registered Agent/Registered Office and pay $25.

Penalties for non-compliance:

  • Miss the May 1 annual report deadline: $400 late fee.
  • Report still unfiled by 5:00 p.m. Eastern Time on the third Friday in September: administrative dissolution on the fourth Friday in September.
  • Reinstatement: $100 fee plus all delinquent fees and penalties.

Dissolution: File Articles of Dissolution ($25 fee) with the Division of Corporations. No tax clearance required, but you must file a final federal return.

Bottom line: Both entities impose identical compliance burdens. Annual reports are straightforward; operating agreements are optional but recommended for multi-member entities. Neither entity requires publication or complex filings.

Which Structure Is Right for Your Situation

Choose an LLC if:

  • You operate a general business (retail, consulting, manufacturing, services, etc.) and are not a licensed professional.
  • You have foreign investors or non-professional co-owners.
  • You want maximum flexibility in ownership and management.
  • You want the simplest, lowest-cost structure with no ownership restrictions.

Choose a PLLC if:

  • You are a licensed attorney, CPA, architect, engineer, physician, dentist, veterinarian, chiropractor, podiatrist, life insurance agent, or other licensed professional authorized by Florida law.
  • You practice with other licensed professionals in the same field.
  • You want the professional liability shield that protects you from partners' and employees' professional misconduct.
  • You want to signal to clients and regulators that you operate under professional standards.

Decision framework:

  1. Are you a licensed professional? If no, form an LLC. If yes, go to step 2.
  2. Do all your co-owners hold the same professional license? If no, form an LLC (you cannot form a PLLC with mixed ownership). If yes, go to step 3.
  3. Do you want the professional liability shield? If yes, form a PLLC. If no, you can form either (but PLLC is recommended for the extra protection at no additional cost).

Cost comparison (first year):

  • LLC: $125 formation + $138.75 annual report = $263.75
  • PLLC: $125 formation + $138.75 annual report = $263.75

Cost comparison (ongoing, annual):

  • LLC: $138.75 annual report
  • PLLC: $138.75 annual report

No cost difference. The choice is based on your profession and ownership structure, not economics.

Conclusion

In Florida, LLCs and PLLCs are functionally identical in cost, taxation, compliance, and liability protection. The $125 formation fee and $138.75 annual report apply to both. Neither entity pays Florida income tax. Both default to pass-through federal taxation (Schedule C for single-member, Form 1065 for multi-member). Both provide charging order protection and shield personal assets from business debts.

The critical distinction is professional eligibility and the professional liability shield. If you are a licensed professional (attorney, CPA, architect, engineer, physician, dentist, veterinarian, chiropractor, podiatrist, life insurance agent, or other licensed profession), form a PLLC under Fla. Stat. ch. 621. The PLLC protects you from liability arising from your partners' and employees' professional misconduct—a benefit an LLC does not provide. All owners must hold the same professional license.

If you operate a general business or have non-licensed co-owners, form an LLC under Fla. Stat. §§ 605.0201–605.0213. The LLC offers maximum flexibility, accepts foreign investors, and imposes no ownership restrictions.

File online at https://dos.fl.gov/sunbiz/ for fastest processing. Contact the Florida Division of Corporations at (850) 245-6052 or P.O. Box 6327, Tallahassee, FL 32314 with questions. Both entities are straightforward to form and maintain, with minimal annual compliance burden and no state income tax.