In Re: Amendments to Rules Regulating the Florida Bar - Rule 4-8.6

Supreme Court of Florida
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No. SC2025-1173
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IN RE: AMENDMENTS TO RULES REGULATING THE FLORIDA
BAR – RULE 4-8.6.

December 18, 2025

PER CURIAM.

The Florida Bar has filed a petition proposing amendments to

Rule Regulating The Florida Bar 4-8.6 (Authorized Business

Entities). 1 The proposed amendments were approved by the Board

of Governors of The Florida Bar, and, consistent with rule 1-12.1(g),

the Bar published formal notice of its intent to file the petition in

The Florida Bar News. The notice directed interested parties to file

comments directly with the Court. No comments were received.

We amend rule 4-8.6 as proposed by the Bar with minor

modification. In subdivision (a), “not-for-profit authorized business

entities” are added as a type of authorized business entity in which

1. We have jurisdiction. See art. V, § 15, Fla. Const.; see also
R. Regulating Fla. Bar 1-12.1.
lawyers may practice. Additionally, subdivision (c) is retitled and

reorganized, and language is added to new subdivisions (c)(1) and

(c)(2) to clarify that subject to an exception for nonlawyer board

members “as authorized by rule 4-5.4(f),” nonlawyers may not serve

in certain positions, have certain titles, or perform policy-making

functions. New subdivision (c)(3) clarifies that only a person legally

qualified to render legal services in Florida may direct the legal

services or professional judgment of a lawyer engaged in the

practice of law in Florida.

Accordingly, the Rules Regulating The Florida Bar are

amended as set forth in the appendix to this opinion. Deletions are

indicated by struck-through type, and new language is indicated by

underscoring. The amendments become effective February 16,

2026, at 12:01 a.m.

It is so ordered.

MUÑIZ, C.J., and CANADY, LABARGA, COURIEL, GROSSHANS,
FRANCIS, and SASSO, JJ., concur.

THE FILING OF A MOTION FOR REHEARING SHALL NOT ALTER
THE EFFECTIVE DATE OF THESE AMENDMENTS.

Original Proceeding – Florida Rules Regulating The Florida Bar

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Rosalyn Sia Baker-Barnes, President, Michael Fox Orr, President-
elect, Joshua E. Doyle, Executive Director, Elizabeth Clark Tarbert,
Division Director, Lawyer Regulation, and Kelly N. Smith, Senior
Attorney, The Florida Bar, Tallahassee, Florida,

for Petitioner

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APPENDIX

RULE 4-8.6. AUTHORIZED BUSINESS ENTITIES

(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. SuchThese forms of practice
are authorized business entities under these rules.

(b) [No Change]

(c) Qualifications of Managers, Directors and Officers.
No person may serve as a partner, manager, director or executive
officer of an authorized business entity that is engaged in the
practice of law in Florida unless such person is legally qualified to
render legal services in this state. For purposes of this rule the
term “executive officer” includes the president, vice-president, or
any other officer who performs a policy-making function.

(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.

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(3) Only a person legally qualified to render legal
services in Florida may direct the legal services or professional
judgment 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 Barwho, while acting as a shareholder, member, officer,
director, partner, proprietor, manager, agent, or employee of anthat
authorized business entity andthat is engaged in the practice of law
in Florida, violates or sanctions the violation of the authorized
business entity statutes or the Rules Regulating The Florida Bar
will be subject to disciplinary action.

(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, saidthat shareholder, member,
proprietor, or partner immediately must sever all employment with
and financial interests in suchthe authorized business entity
immediately. 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

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to render legal services in this state, the authorized business entity
must cease the rendition ofrendering 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 suchthat
shareholder, member, proprietor, or partner provided by the
statutes pursuant tounder which the authorized business entity
was organized or qualified.

Comment

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 authorization forauthorizing 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 Change]

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 samethat
person is “legally disqualified” to render legal services. The purpose

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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 the
application ofto 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 samethose 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 are
such thatresulting in automatic reinstatement to the practice of law
with the passage of time or the completion of ministerial acts, the
member of the bar is automatically qualified to render legal
services. Severe tax consequences would result from forced
severance and subsequent reestablishment (upon reinstatement of
qualifications) of all financial interests in these instances.

However, the exclusion of suchexcluding these suspensions
from the definition of the term does not authorize the payment to
the disqualified shareholder, member, proprietor, or partner of

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compensation based on fees for legal services rendered during the
time when the shareholder, member, proprietor, or partner is not
personally qualified to render suchthe 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 suchthose 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.,
The Florida Bar v. Savitt, 363 So. 2d 559 (Fla. 1978).

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The terms qualified and legally disqualified are imported from
the Professional Service Corporation Act (Chapter 621, Florida
Statutes).

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