Rule Text (verbatim from The Florida Bar)
(a) Authorized Business Entities. Lawyers may practice law
in the form of professional service corporations, professional limited
liability companies, sole proprietorships, general partnerships, or
limited liability partnerships organized or qualified under applicable
law, or not-for-profit authorized business entities as defined
elsewhere in these rules. These forms of practice are authorized
business entities under these rules.
(b) Practice of Law Limited to Members of The Florida Bar.
No authorized business entity may engage in the practice of law in
the state of Florida or render advice under or interpretations of
Florida law except through officers, directors, partners, managers,
agents, or employees who are qualified to render legal services in
this state.
(c) Titles and Management of Authorized Business
Entities.
(1) Only a person legally qualified to render legal services
in Florida or as authorized by rule 4-5.4(f) or a person licensed to
practice law in another jurisdiction acting through a bona fide
interstate law firm, may serve as a partner, member, shareholder,
president, or equity owner, or perform any policy-making function,
in an authorized business entity that is engaged in the practice of
law in Florida.
(2) Only a person legally qualified to render legal services
in Florida or as authorized by rule 4-5.4(f) may serve as an officer,
director, vice-president, or any similar title that implies control over
the policies or management of an authorized business entity unless
any mention of the person’s title includes a clear and conspicuous
statement of the jurisdiction(s) where the person is licensed or that
the person is not licensed in Florida.
(3) Only a person legally qualified to render legal
services in Florida may direct the legal services or professional
judgement of a lawyer engaged in the practice of law in Florida.
(d) Violation of Statute or Rule. A lawyer is subject to
disciplinary action if that lawyer violates or sanctions the violation
of the authorized business entity statutes or the Rules Regulating
The Florida Bar, while acting as a shareholder, member, officer,
director, partner, proprietor, manager, agent, or employee of that
authorized business entity that is engaged in the practice of law in
Florida.
(e) Disqualification of Shareholder, Member, Proprietor, or
Partner; Severance of Financial Interests. Whenever a
shareholder of a professional service corporation, a member of a
professional limited liability company, proprietor, or partner in a
limited liability partnership becomes legally disqualified to render
legal services in this state, that shareholder, member, proprietor, or
partner immediately must sever all employment with and financial
interests in the authorized business entity. For purposes of this
rule the term “legally disqualified” does not include suspension from
the practice of law for a period of time less than 91 days. Severance
of employment and financial interests required by this rule will not
preclude the shareholder, member, proprietor, or partner from
receiving compensation based on legal fees generated for legal
services performed during the time when the shareholder, member,
proprietor, or partner was legally qualified to render legal services in
this state. This provision will not prohibit employment of a legally
disqualified shareholder, member, proprietor, or partner in a
position that does not render legal service nor payment to an
existing profit sharing or pension plan to the extent permitted in
rules 3-6.1 and 4-5.4(a)(3), or as required by applicable law.
(f) Cessation of Legal Services. Whenever all shareholders
of a professional service corporation, or all members of a
professional limited liability company, the proprietor of a solo
practice, or all partners in a limited liability partnership become
legally disqualified to render legal services in this state, the
authorized business entity must cease rendering legal services in
Florida.
(g) Application of Statutory Provisions. Unless otherwise
provided in this rule, each shareholder, member, proprietor, or
partner of an authorized business entity will possess all rights and
benefits and will be subject to all duties applicable to that
shareholder, member, proprietor, or partner provided by the
statutes under which the authorized business entity was organized
or qualified.
Educational reference. This page summarizes a Florida Rule of Professional Conduct for educational purposes. The rule text and Comment are mirrored from the Florida Bar's official publication and are public domain. The plain-English summary and any commentary are the opinion of Phillips, Hunt & Walker and are general information only — not legal advice. Reading this page does not create an attorney-client relationship. If you believe a Florida lawyer has violated this rule, you can file a complaint with The Florida Bar at floridabar.org. Past results do not guarantee a similar outcome.
What this rule means in plain English
A Florida lawyer can practice law through specific business forms: professional corporation, professional limited liability company, sole proprietorship, partnership, and certain not-for-profit authorized business entities. The rule limits who can serve in policy-making positions and prohibits nonlawyer ownership or control of practice except in narrow exceptions. The 2026 amendments to this rule clarified the limits on nonlawyer roles.
Florida Bar Ethics Opinions interpreting this rule
- Opinion 88-12 (1988)
<p>Florida lawyers can accept assignments from staffing services that rent lawyers to firms and corporate legal departments — but only if conflicts of interest, confidentiality between assignments, and proper fee structures are addressed. The Florida Bar later codified specific rules for these temporary-staffing arrangements; the underlying principle is that the staffing service cannot become a back-door way to share legal fees with non-lawyers.</p>
Read on floridabar.org →
Comment (verbatim from The Florida Bar)
In 1961 this court recognized the authority of the legislature to
enact statutory provisions creating corporations, particularly
professional service corporations. But this court also noted that
“[e]nabling action by this Court is therefore an essential condition
precedent to authorize members of The Florida Bar to qualify under
and engage in the practice of their profession pursuant to The 1961
Act.” In Re The Florida Bar, 133 So. 2d 554, at 555 (Fla. 1961).
The same is true today, whatever the form of business entity
created by legislative enactment. Hence, this rule is adopted to
continue authorizing members of the bar to practice law in the form
of a professional service corporation, a professional limited liability
company, or a limited liability partnership. This rule also permits a
member of the bar to practice law as a sole proprietor or as a
member of a general partnership. These types of entities are
collectively referred to as authorized business entities.
Limitation on rendering legal services
No person may render legal services on behalf of an authorized
business entity unless that person is otherwise authorized to do so
via membership in the bar or through a motion for leave to appear.
Neither the adoption of this rule nor the statutory provisions alter
this limitation.
Employment by and financial interests in an authorized
business entity
This rule and the statute require termination of employment of
a shareholder, member, proprietor, or partner when that person is
“legally disqualified” to render legal services. The purpose of this
provision is to prohibit compensation based on fees for legal
services rendered at a time when the shareholder, member,
proprietor, or partner cannot render the same type of services.
Continued engagement in capacities other than rendering legal
services with the same or similar compensation would allow
circumvention of prohibitions of sharing legal fees with one not
qualified to render legal services. Other rules prohibit the sharing
of legal fees with nonlawyers, and this rule continues to apply that
type of prohibition. However, nothing in this rule or the statute
prohibits payment to the disqualified shareholder, member,
proprietor, or partner for legal services rendered while the
shareholder, member, proprietor, or partner was qualified to render
those legal services, even though payment for the legal services is
not received until the shareholder, member, proprietor, or partner is
legally disqualified.
Similarly, this rule and the statute require the severance of
“financial interests” of a legally disqualified shareholder, member,
proprietor, or partner. The same reasons apply to severance of
financial interests as those that apply to severance of employment.
Other provisions of these rules proscribe limits on employment and
the types of duties that a legally disqualified shareholder, member,
proprietor, or partner may be assigned.
Practical application of the statute and this rule to the
requirements of the practice of law mandates exclusion of short
term, temporary removal of qualifications to render legal services.
Hence, any suspension of less than 91 days, including membership
fees delinquency suspensions, is excluded from the definition of the
term. These are temporary impediments to the practice of law
resulting in automatic reinstatement to the practice of law with the
passage of time or the completion of ministerial acts. Severe tax
consequences would result from forced severance and subsequent
reestablishment (on reinstatement of qualifications) of all financial
interests in these instances.
However, excluding these suspensions from the definition of
the term does not authorize the payment to the disqualified
shareholder, member, proprietor, or partner of compensation based
on fees for legal services rendered during the time when the
shareholder, member, proprietor, or partner is not personally
qualified to render the services. Continuing the employment of a
legally disqualified shareholder, member, proprietor, or partner
during the term of a suspension of less than 91 days requires the
authorized business entity to take steps to avoid the practice of law
by the legally disqualified shareholder, member, proprietor, or
partner, the ability of the legally disqualified shareholder, member,
proprietor, or partner to control the actions of members of the bar
qualified to render legal services, and payment of compensation to
the legally disqualified shareholder, member, proprietor, or partner
based on legal services rendered while the legally disqualified
shareholder, member, proprietor, or partner is not qualified to
render them. Mere characterization of continued compensation,
which is the same or similar to that the legally disqualified
shareholder, member, proprietor, or partner received when qualified
to render legal services, is not sufficient to satisfy the requirements
of this rule.
Profit sharing or pension plans
To the extent that applicable law requires continued payment
to existing profit sharing or pension plans, nothing in this rule or
the statute may abridge those payments. However, if permitted
under applicable law, the amount paid to the plan for a legally
disqualified shareholder, member, proprietor, or partner will not
include payments based on legal services rendered while the legally
disqualified shareholder, member, proprietor, or partner was not
qualified to render legal services.
Interstate practice
This rule permits members of The Florida Bar to engage in the
practice of law with lawyers licensed to practice elsewhere in an
authorized business entity organized under the laws of another
jurisdiction and qualified under the laws of Florida (or vice-versa),
but nothing in this rule is intended to affect the ability of non-
members of The Florida Bar to practice law in Florida. See, e.g.,
Fla. Bar v. Savitt, 363 So. 2d 559 (Fla. 1978).
The terms qualified and legally disqualified are imported from
the Professional Service Corporation Act (Chapter 621, Florida
Statutes).
Added June 8, 1989 (544 So.2d 193); amended July 23, 1992, effective
Jan. 1, 1993 (605 So.2d 252); amended June 27, 1996, effective July 1,
1996 (677 So.2d 272); amended Sept. 24, 1998, effective Oct. 1, 1998 (718
So.2d 1179); amended May 20, 2004 (875 So.2d 448); amended October 6,
2005, effective January 1, 2006 (916 So.2d 655); amended May 29, 2014;
effective June 1, 2014 (140 So.3d 541); amended December 18, 2025,
effective February 16, 2026 (SC2025-1180).