Responsibilities of the Shareholders in a Florida Professional Association

The shareholders in a Florida professional association owe the same duties to each other that shareholders of a Florida corporation owe.  That is the Duty of Care and Duty of Loyalty.  However, the shareholders of a Florida professional association may be held to a higher standard, depending on the type of professional association.


To refresh your memory, the Duty of Care is a duty to adhere to certain standards of care when acting on behalf of a business or when making business decisions.  One cannot make a decision that would knowingly cause harm to the business or that could reasonably cause harm to the business. 

The same standards are true when it comes to making decisions that affect others and the public.  A business may not endeavor in criminal acts and so the shareholders of a professional association must make sure their decisions are legal.

The Duty of Loyalty is a duty to make sure that you are fair with the professional association.  The Duty of Loyalty states that you must give any business opportunity first to the business rather than take it yourself, as long as the business opportunity is related to the professional association’s business activities.  You do not have to give the opportunity to the business if it is not related to the activities of the professional association.

As stated above, the shareholder of a professional association may have a higher duty compared to the shareholders of a regular corporation.  The reason is that the shareholders of a professional association are licensed individuals and not just any individual. 

For example, an attorney who is a shareholder of a professional association law firm has a higher duty because they must also follow their own ethical rules besides just legal rules.  The ethical codes of attorneys sometimes go beyond those that the law provides.

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