Nonlawyer Control, Not‑for‑Profit Law Firms, and Authorized Business Entities: Commentary on the 2025 Amendments to Florida Rule 4‑8.6

Nonlawyer Control, Not‑for‑Profit Law Firms, and Authorized Business Entities:
Commentary on the 2025 Amendments to Florida Rule 4‑8.6

I. Introduction

On December 18, 2025, the Supreme Court of Florida issued a per curiam opinion in In re: Amendments to Rules Regulating The Florida Bar – Rule 4‑8.6, approving a series of amendments to Rule 4‑8.6, which governs “Authorized Business Entities” through which Florida lawyers may practice law.

The petition originated with The Florida Bar and was approved by its Board of Governors. Pursuant to Rule 1‑12.1(g) of the Rules Regulating The Florida Bar, notice was published in The Florida Bar News inviting public comment. No comments were filed, and the Court adopted the proposed amendments with only “minor modification.”

The amendments, effective February 16, 2026, at 12:01 a.m., clarify:

  • That lawyers may practice in not‑for‑profit authorized business entities, alongside traditional for‑profit structures.
  • The permissible roles of nonlawyers and out‑of‑state lawyers in the ownership, governance, and management of entities engaged in the practice of law in Florida.
  • That only persons legally qualified to render legal services in Florida may direct the legal services or professional judgment of a Florida lawyer.

Although the opinion is short and largely administrative, its amendments carry significant regulatory and structural implications for Florida law firms, legal aid organizations, and multijurisdictional practices. The Court also re‑affirms the long‑standing principle that even when the Legislature creates business forms for professionals, the Supreme Court must affirmatively authorize lawyers to use those forms in the practice of law.

II. Summary of the Opinion

The Court’s opinion does three main things:

  1. Expands the universe of “authorized business entities” in Rule 4‑8.6(a) to explicitly include “not‑for‑profit authorized business entities as defined elsewhere in these rules.”
  2. Rewrites and subdivides Rule 4‑8.6(c)—now titled “Titles and Management of Authorized Business Entities”—to:
    • Clarify who may serve as partner, member, shareholder, president, equity owner, or policymaker in an authorized business entity (new 4‑8.6(c)(1));
    • Clarify who may hold officer or director titles (or similar titles suggesting control) and when a licensing disclaimer is required (new 4‑8.6(c)(2)); and
    • Make explicit that only a person legally qualified to provide legal services in Florida may direct the legal services or professional judgment of a Florida lawyer (new 4‑8.6(c)(3)).
  3. Clarifies and cleans up related provisions in subdivisions (d)–(g) and in the Comment:
    • Reaffirms disciplinary exposure for lawyers who violate, or sanction the violation of, authorized business entity statutes or Florida Bar rules (4‑8.6(d));
    • Restates, in clearer language, requirements concerning disqualification, severance of financial interests, cessation of legal services, and application of statutory provisions (4‑8.6(e)–(g)); and
    • Refines the Comment, especially regarding “legally disqualified” lawyers, short‑term suspensions, fee‑sharing restrictions, profit‑sharing and pension plans, and interstate practice.

The decision does not resolve a contested dispute; it is a rule‑making opinion, grounded in the Court’s constitutional authority over the practice of law under article V, section 15 of the Florida Constitution. The Court adopts the Bar’s proposal almost entirely, signaling institutional consensus around the need to align structural rules with newer concepts like not‑for‑profit entities and carefully limited nonlawyer participation.

III. Detailed Analysis

A. Procedural and Institutional Context

The Court’s jurisdiction is grounded in article V, section 15 of the Florida Constitution, which vests the Supreme Court with exclusive authority to regulate admission to the Florida Bar and the discipline of persons admitted. The Court also cites Rule 1‑12.1 of the Rules Regulating The Florida Bar, which sets the process for amending Bar rules.

Several features of the process are worth noting:

  • Origin of the amendments: The petition came from The Florida Bar, through its leadership (President, President‑elect, Executive Director, and Lawyer Regulation officials), indicating that the changes are part of a broader, organized effort to refine the regulatory framework.
  • Public notice and absence of comment: The Bar published notice in The Florida Bar News, inviting comments to be filed with the Court. The absence of comments suggests either consensus or a perception that the amendments are largely clarificatory and noncontroversial.
  • Per curiam disposition: Issuance “per curiam” and unanimous concurrence by all justices (MUÑIZ, C.J., and CANADY, LABARGA, COURIEL, GROSSHANS, FRANCIS, and SASSO, JJ.) further underline the institutional character of this rule‑adjustment.

In short, the opinion is an exercise of the Court’s regulatory rather than adjudicative function. Yet the resulting rule is binding, forward‑looking law with real effects on law practice structures in Florida.

B. Textual Changes to Rule 4‑8.6

1. Expansion to Not‑for‑Profit Authorized Business Entities (Rule 4‑8.6(a))

Prior to this amendment, Rule 4‑8.6(a) listed the types of entities through which lawyers could practice as:

  • Professional service corporations,
  • Professional limited liability companies,
  • Sole proprietorships,
  • General partnerships, and
  • Limited liability partnerships,

provided those entities were “organized or qualified under applicable law.”

The amended text now reads (key additions emphasized):

“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. Such forms of practice are authorized business entities under these rules.”

The core change is express recognition that:

  • There are not‑for‑profit entities—defined elsewhere in the Rules Regulating The Florida Bar—that qualify as “authorized business entities,” and
  • Florida lawyers may practice within such entities consistently with the Court’s regulatory framework.

This is particularly significant for:

  • Legal aid organizations and public interest law offices organized as not‑for‑profit corporations or similar entities;
  • Nonprofit entities that employ lawyers to provide services to defined constituencies (e.g., low‑income clients, specific communities, or particular causes); and
  • Any new, court‑authorized not‑for‑profit practice models that might emerge under other Bar rules, such as those addressing nonlawyer board participation (Rule 4‑5.4(f)).

Doctrinally, this preserves the long‑standing rule that lawyers may not simply practice through any business form created by statute; rather, practice through such forms is lawful only if the Supreme Court of Florida affirmatively recognizes those forms as “authorized business entities.” The 2025 amendment explicitly folds not‑for‑profit entities into that category.

2. New Structure and Content of Rule 4‑8.6(c): “Titles and Management”

Formerly, subdivision (c) was titled “Qualifications of Managers, Directors and Officers” and was comparatively bare‑bones. It stated, in essence, that:

  • No person could serve as partner, manager, director, or executive officer of an authorized business entity engaged in law practice in Florida unless the person was legally qualified to render legal services in Florida; and
  • “Executive officer” included the president, vice‑president, or any other officer performing a policy‑making function.

The 2025 amendment:

  • Retitles subdivision (c) as “Titles and Management of Authorized Business Entities”,
  • Subdivides it into three subsections, and
  • Explicitly integrates references to:
    • Nonlawyer participation “as authorized by Rule 4‑5.4(f),” and
    • Lawyers licensed in other jurisdictions acting through “bona fide interstate law firms.”
(a) Rule 4‑8.6(c)(1): Ownership, Equity, and Policy‑Making Functions

New subdivision (c)(1) provides:

“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.”

Key elements and implications:

  • Baseline rule: Ownership and top‑level governance roles—partner, member, shareholder, president, equity owner, or anyone performing “any policy‑making function”—are reserved for:
    • Persons “legally qualified to render legal services in Florida” (i.e., Florida‑licensed and not “legally disqualified”);
    • Persons authorized by Rule 4‑5.4(f) (limited exceptions for nonlawyer involvement); or
    • Lawyers licensed in other jurisdictions, but only when acting through a bona fide interstate law firm.
  • Explicit room for out‑of‑state lawyers: Lawyers licensed elsewhere may hold ownership and high‑level positions if they do so as part of a genuine multijurisdiction law firm structure. However, this does not authorize them to practice Florida law without proper admission; they remain bound by Florida’s rules on multijurisdictional practice and unauthorized practice.
  • Nonlawyer participation is exception‑based: Nonlawyers can play these roles only when a separate rule—Rule 4‑5.4(f)—expressly allows it. This cross‑reference ensures 4‑8.6 is harmonized with any carefully crafted exceptions without opening the door broadly to nonlawyer ownership or control of law firms.

In effect, 4‑8.6(c)(1) confirms a default prohibition against nonlawyer owners and policymakers in law firms, while carving out three narrowly circumscribed categories of permissible participants.

(b) Rule 4‑8.6(c)(2): Titles that Imply Control and Licensing Disclosures

New subdivision (c)(2) regulates titles that signal managerial or policy control:

“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.”

This provision does two things simultaneously:

  1. Limits who may hold “control‑implying” titles.
    Titles like “officer,” “director,” “vice‑president,” or any title that reasonably suggests control over the entity’s policies or management are limited to:
    • Persons legally qualified to render legal services in Florida; or
    • Persons authorized by Rule 4‑5.4(f).
  2. Creates a disclosure‑based exception.
    If a person does not meet those qualifications but holds a title suggesting control, “any mention” of that title must include:
    • A clear and conspicuous identification of the jurisdiction(s) where the person is licensed; or
    • A clear and conspicuous statement that the person is not licensed in Florida.

The disclosure requirement is aimed at client protection and transparency. It mitigates the risk that clients might assume that someone with a C‑suite or director‑level title is a Florida‑licensed lawyer when that is not the case. It also accommodates:

  • Multi‑state firm executives who are lawyers but not Florida‑licensed; and
  • Nonlawyer executives in roles permitted by Rule 4‑5.4(f), provided their licensing status is clearly disclosed.
(c) Rule 4‑8.6(c)(3): Control of Legal Services and Professional Judgment

The new subdivision (c)(3) states:

“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.”

This is a bright‑line rulethe professional independence of a lawyer’s judgment. No one who is not legally qualified to render legal services in Florida (i.e., a nonlawyer, or an out‑of‑state lawyer not appropriately admitted for Florida practice) may:

  • Direct what legal services are provided by a Florida lawyer, or
  • Direct or override the lawyer’s professional judgment.

This provision operates in tandem with:

  • Rule 4‑5.4 (Professional Independence of a Lawyer), which prohibits fee‑sharing and ownership arrangements that compromise independence; and
  • Rule 3‑6.1, which restricts the roles of disbarred or suspended lawyers in law firms.

From a compliance standpoint, 4‑8.6(c)(3) is particularly salient for:

  • Corporate legal departments where nonlawyer executives might attempt to dictate legal strategy;
  • Legal‑tech or alternative service providers that employ or contract with Florida lawyers; and
  • Multidisciplinary or multijurisdictional business models where businesspeople might otherwise try to control legal outputs.

3. Clarified Disciplinary Exposure (Rule 4‑8.6(d))

Subdivision (d) is restyled for clarity. In substance, it provides that:

A lawyer is subject to disciplinary action if the lawyer, while acting in any capacity within an authorized business entity engaged in the practice of law in Florida, violates or sanctions the violation of either:
  • Statutes governing authorized business entities, or
  • The Rules Regulating The Florida Bar.

The detailed list of capacities—shareholder, member, officer, director, partner, proprietor, manager, agent, or employee—emphasizes that a lawyer cannot escape professional responsibility by:

  • Hiding behind a corporate form; or
  • Delegating wrongdoing to others within the entity.

Even if the textual change is largely stylistic, it underscores that entity‑level violations are professional ethics violations for the individual lawyer involved or acquiescing.

4. Disqualification, Financial Interests, and Cessation of Practice (Rules 4‑8.6(e)–(g) and Comment)

Subdivisions (e)–(g) and the accompanying Comment retain the existing structure but clarify wording and emphasize several points:

  • “Legally disqualified” lawyers and severance of interests (4‑8.6(e)):
    • When a shareholder/member/proprietor/partner becomes “legally disqualified” to practice in Florida, they must immediately sever employment and financial interests in the authorized business entity.
    • “Legally disqualified” does not include suspensions of less than 91 days; those suspensions are treated as temporary impediments, avoiding the need to dissolve and re‑establish ownership interests for short suspensions.
    • However, even for short suspensions, the disqualified lawyer:
      • May not render legal services,
      • May not control lawyers who are qualified, and
      • May not receive compensation based on legal fees generated during the period of disqualification.
  • Cessation of practice when no qualified owners remain (4‑8.6(f)):
    If all shareholders/members/proprietors/partners of an authorized business entity become legally disqualified, the entity must cease rendering legal services in Florida. The rule prevents a scenario where a law firm continues to operate as such with no qualified lawyers at the helm.
  • Statutory rights preserved (4‑8.6(g)):
    Subject to the rule’s limitations, each owner of an authorized business entity retains rights and duties provided by the statute under which the entity is organized (e.g., Florida’s Professional Service Corporation Act, Chapter 621).
  • Profit‑sharing and pension plans (Comment):
    The Comment clarifies that:
    • Nothing in the rule or applicable statutes may abridge payments required by law to existing profit‑sharing or pension plans; but
    • If permitted by law, contributions for a legally disqualified lawyer cannot reflect fees generated while that person was not qualified to render legal services.

Together, these provisions implement a consistent theme: economic benefits may not flow from periods of unlicensed practice or legal disqualification, even if ownership or employment status is preserved in limited short‑suspension situations.

C. Precedents and Authorities Cited

1. Constitutional Authority – Florida Constitution, Article V, § 15

The Court cites article V, section 15 of the Florida Constitution, which vests it with:

“exclusive jurisdiction to regulate the admission of persons to the practice of law and the discipline of persons admitted.”

This constitutional provision undergirds:

  • The Court’s authority to adopt, amend, and interpret the Rules Regulating The Florida Bar; and
  • The principle that even when the Legislature authorizes certain corporate forms for professionals, the Court must decide whether and how lawyers may practice through those forms.

2. Rule 1‑12.1 – Amendment of Bar Rules

Although not a “precedent” in the classic case‑law sense, Rule 1‑12.1 establishes the procedural framework for amending Bar rules:

  • The Bar submits petitions approved by the Board of Governors;
  • Public notice must be given, commonly via The Florida Bar News;
  • Interested parties may file comments directly with the Court; and
  • The Court then acts by opinion, with or without oral argument.

The opinion here notes compliance with Rule 1‑12.1(g) and the absence of public comment, situating this amendment firmly within that established rule‑making process.

3. In re The Florida Bar, 133 So. 2d 554 (Fla. 1961)

The Comment to Rule 4‑8.6 quotes the Court’s earlier decision in In re The Florida Bar, 133 So. 2d 554 (Fla. 1961), in which the Court considered enabling Florida lawyers to practice through professional corporations created under Chapter 621.

The key passage, reproduced in the Comment, notes:

“Enabling 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.”

This case is doctrinally significant because it:

  • Affirms the Legislature’s power to create corporate forms for professionals (e.g., professional service corporations); but
  • Insists that the Supreme Court retains ultimate control over whether, and under what conditions, lawyers may use those forms to practice law.

By citing and reaffirming this principle in the current Comment, the Court makes clear that:

  • The same logic applies “today, whatever the form of business entity created by legislative enactment”; and
  • Rule 4‑8.6 is the mechanism by which the Court provides the necessary “enabling action” for professional corporations, PLLCs, LLPs, and now explicitly, not‑for‑profit authorized business entities.

4. The Florida Bar v. Savitt, 363 So. 2d 559 (Fla. 1978)

The Comment’s section on “Interstate practice” references The Florida Bar v. Savitt, 363 So. 2d 559 (Fla. 1978), to underscore that:

“nothing in this rule is intended to affect the ability of non‑members of The Florida Bar to practice law in Florida.”

Savitt is part of Florida’s jurisprudence on the unauthorized practice of law and the conditions under which out‑of‑state lawyers may be involved in matters touching Florida. The reference is used to make two core points:

  • Rule 4‑8.6 allows Florida Bar members to practice in interstate firms and entities organized under other states’ laws; but
  • Rule 4‑8.6 does not expand or alter the circumstances under which non‑members (i.e., out‑of‑state lawyers not admitted in Florida) may practice law in Florida.

The Savitt citation thus functions as a doctrinal anchor: multi‑state practice is permitted within strict constraints, but unauthorized practice remains prohibited, regardless of entity structure.

5. Other Rules Cross‑Referenced

Several other rules, while not fully reproduced, are important to understanding Rule 4‑8.6:

  • Rule 4‑5.4(f):
    Specifically referenced in 4‑8.6(c)(1) and (c)(2), this subdivision of Rule 4‑5.4 governs limited circumstances in which nonlawyers may have ownership or governance roles in entities providing legal services. The cross‑reference ensures that 4‑8.6’s general prohibitions do not inadvertently outlaw arrangements that 4‑5.4(f) affirmatively permits.
  • Rule 3‑6.1:
    Cited in the Comment, this rule limits the employment of disbarred, suspended, or otherwise disciplined lawyers by law firms, ensuring they cannot perform legal services or engage in activities that would mislead clients or circumvent disciplinary sanctions. It dovetails with 4‑8.6(e)–(f) regarding “legally disqualified” owners and their permissible roles.
  • Rule 4‑5.4(a)(3):
    Also cited in the Comment, this provision addresses fee‑sharing through certain employee benefit or retirement plans, providing limited exceptions to the general prohibition on sharing legal fees with nonlawyers. Rule 4‑8.6 clarifies that such plans remain permissible to the extent allowed by 4‑5.4(a)(3) and applicable law.

D. The Court’s Legal Reasoning and Underlying Principles

The opinion itself is terse, but when read alongside the text of the rule and its Comment, several core principles emerge.

1. Exclusive Judicial Control Over the Practice of Law

By invoking article V, section 15 and In re The Florida Bar (1961), the Court reaffirms:

  • That the Legislature may create corporate and organizational structures for professionals; but
  • Those structures cannot be used by lawyers to practice law unless and until the Court authorizes that use via its own rules.

The explicit addition of “not‑for‑profit authorized business entities” to 4‑8.6(a) is an example of such enabling action. It underscores that the Court is gatekeeper to:

  • Which organizational forms are compatible with professional obligations; and
  • On what terms lawyers may participate in those forms.

2. Protection of Professional Independence and Client Interests

The restrictions in 4‑8.6(c)(1)–(3) are driven by a systemic concern: preserving the professional independence of lawyers’ judgment and protecting clients from:

  • Nonlawyer control or interference in legal decision‑making;
  • Confusion about who is a lawyer and who is not; and
  • Business pressures that could compromise ethical standards.

The rule draws a clear line:

  • Ownership, policy‑making, and control of legal services within authorized business entities are predominantly reserved to Florida‑qualified lawyers;
  • Nonlawyer participation is allowed only where separately justified and carefully defined (Rule 4‑5.4(f)); and
  • Out‑of‑state lawyers may engage in governance roles only as part of bona fide interstate firms and remain constrained by Florida’s rules on multijurisdictional practice.

The bright‑line language of 4‑8.6(c)(3) is the clearest expression of this policy: no one who is not legally qualified in Florida may direct the legal services or professional judgment of a Florida lawyer. That principle is essential to maintaining public confidence that legal advice in Florida is ultimately controlled by lawyers answerable to Florida’s disciplinary system.

3. Balancing Flexibility in Business Structures with Ethical Safeguards

The 2025 amendments reflect a measured openness to modern practice structures:

  • Not‑for‑profit practice models are expressly accepted as “authorized business entities.”
  • Bona fide interstate law firms are recognized as legitimate vehicles for practice, including for governance roles by out‑of‑state lawyers.
  • Limited nonlawyer involvement in ownership or management is acknowledged by cross‑reference to Rule 4‑5.4(f).

Yet, at each point, the Court overlays this flexibility with clear constraints:

  • Nonlawyers and non‑Florida lawyers cannot direct Florida legal services or judgment.
  • Titles and positions suggesting control require either proper licensing or prominent disclosure of non‑licensure.
  • Lawyers cannot profit from periods of legal disqualification, nor can they use entity structures to evade Bar rules or statutes.

This pattern reflects a deliberate balancing act: the Court accommodates evolving forms of practice and organizational needs while vigorously policing the boundary between law and business.

4. Economic and Tax Realities of Short‑Term Suspensions

The Comment’s discussion of the 91‑day threshold for “legally disqualified” status reveals a pragmatic concern:

  • For suspensions of less than 91 days, treating the lawyer as “legally disqualified” for purposes of mandatory severance of employment and financial interests would create significant administrative and tax burdens.
  • The rule therefore excludes such short suspensions from the definition of “legally disqualified” in 4‑8.6(e), avoiding forced buy‑outs and re‑issuances of ownership interests for relatively minor or temporary impairments.

However, the Court is equally clear that:

  • Short suspension does not green‑light continued practice of law;
  • Compensation during the suspension cannot be based on legal fees for services the suspended lawyer is not permitted to render; and
  • Firms must take concrete steps to prevent suspended lawyers from:
    • Engaging in legal work;
    • Exercising control over qualified lawyers; or
    • Receiving disguised fee‑based compensation.

This approach shows sensitivity to the practical realities of firm operations and tax law, while still enforcing a strict ban on unauthorized practice and improper fee‑sharing.

E. Practical Impact and Future Implications

1. Law Firm Structures and Governance

For Florida law firms—especially larger or multistate firms—the amendments have concrete consequences:

  • Ownership and equity:
    Equity roles such as partner, shareholder, or member in a Florida‑practicing entity are largely limited to:
    • Florida‑licensed lawyers; and
    • Out‑of‑state lawyers acting through bona fide interstate firms (subject to Florida’s practice rules).
    Nonlawyer equity is only possible within the narrow confines of Rule 4‑5.4(f).
  • Executive titles:
    Firms must carefully consider who holds titles like “Chief Executive Officer,” “Managing Director,” or “Vice President,” and how these titles are presented in public materials. If the title implies control and is held by someone not licensed in Florida:
    • Rule 4‑8.6(c)(2) requires clear disclosure of licensing status or non‑licensure; and
    • The firm must ensure that person does not in fact direct Florida legal services or professional judgment.
  • Compliance and risk management:
    Firms will likely need:
    • Written governance policies allocating policy‑making authority to properly licensed lawyers;
    • Internal controls ensuring compliance with 4‑8.6(c)(3)’s prohibition on non‑qualified persons directing legal services; and
    • Regular review of marketing and organizational charts to ensure accurate licensing disclosures.

2. Not‑for‑Profit Entities and Legal Aid Organizations

For legal aid societies, nonprofit public interest law firms, and similar organizations, the express inclusion of “not‑for‑profit authorized business entities” in 4‑8.6(a):

  • Provides regulatory certainty that lawyers may practice within properly authorized nonprofit structures;
  • Aligns entity‑structure rules with ethical rules such as Rule 4‑5.4, including any provisions allowing nonlawyer board members or funders in the nonprofit context;
  • Clarifies that, even in nonprofit contexts, only Florida‑qualified lawyers may ultimately direct legal services provided in Florida.

This may facilitate the development or expansion of innovative nonprofit delivery models—such as hybrid organizations combining legal and social services—so long as they are structured to comply with both Rule 4‑5.4(f) and Rule 4‑8.6.

3. Multijurisdictional and Interstate Practice

For multistate and national law firms:

  • Bona fide interstate firm recognition:
    Rule 4‑8.6(c)(1) explicitly recognizes that lawyers licensed in other jurisdictions may hold ownership or governance roles in entities that practice law in Florida, provided they act through a bona fide interstate law firm.
  • Licensing disclosures:
    Out‑of‑state lawyers in governance roles with titles suggesting control must be identified with “clear and conspicuous” disclosures of their licensing jurisdiction(s) whenever those titles are used.
  • Substantive practice limits:
    This rule does not soften Florida’s unauthorized practice rules. Out‑of‑state lawyers cannot independently practice Florida law or direct Florida lawyers’ professional judgment without complying with Florida’s admission requirements and rules governing temporary and limited practice.

Firms must therefore reconcile their national governance structures with Florida’s specific insistence on:

  • Florida‑licensed control of Florida legal services; and
  • Transparent communication to clients about who is and is not licensed in Florida.

4. Suspensions, Discipline, and Compensation Practices

For disciplinary and HR/compensation purposes:

  • Short‑term suspensions (< 91 days): Firms may retain suspended lawyers as owners for tax and corporate‑continuity reasons, but must:
    • Remove them from active legal practice during suspension;
    • Ensure they do not supervise or direct legal work; and
    • Structure compensation so that no share of fees from work performed during the suspension period is attributed to them.
  • Long‑term suspensions and disbarments: The lawyer becomes “legally disqualified” and must immediately sever both:
    • Employment with the authorized business entity; and
    • Financial interests (except for payments related to work performed while qualified, or to the extent required by law for existing pension/profit‑sharing plans).

These rules give Florida’s disciplinary authorities clear criteria for evaluating whether a firm has properly dealt with a suspended or disbarred owner, and whether any disguised fee‑sharing or improper control remains.

IV. Key Legal Concepts Simplified

1. Authorized Business Entity

An “authorized business entity” is:

  • A business organization form (e.g., professional corporation, PLLC, LLP, sole proprietorship, general partnership, or qualifying not‑for‑profit entity) that is:
  • Both permitted by Florida statutes and explicitly authorized by the Supreme Court of Florida, via Rule 4‑8.6, as a lawful vehicle for practicing law.

Not every corporate form allowed by Florida law qualifies; only those that the Court explicitly “authorizes” in Rule 4‑8.6 count.

2. Legally Qualified / Legally Disqualified

“Legally qualified” generally means:

  • Admitted to the Florida Bar,
  • In good standing, and
  • Not subject to a suspension or other condition that bars the rendering of legal services in Florida.

“Legally disqualified” is a defined concept in the rule and its Comment:

  • A lawyer is “legally disqualified” if they are barred from rendering legal services in Florida (e.g., due to disbarment or longer‑term suspension);
  • Suspensions of less than 91 days do not count as “legally disqualified” for purposes of mandatory severance of employment and financial interests, though the lawyer may not practice or share fees for work they cannot lawfully perform.

3. Not‑for‑Profit Authorized Business Entity

A “not‑for‑profit authorized business entity” is:

  • A nonprofit entity (as defined elsewhere in the Rules Regulating The Florida Bar) that:
  • Is organized under applicable law; and
  • Has been recognized by the Court, via Rule 4‑8.6, as a permissible form for lawyers to use to practice law.

Typical examples include legal aid societies and nonprofit public interest organizations employing lawyers to provide legal services.

4. Bona Fide Interstate Law Firm

A “bona fide interstate law firm” is not exhaustively defined in the rule but generally refers to:

  • A genuine, ongoing law firm with offices or operations in multiple jurisdictions;
  • Composed of lawyers licensed in the relevant jurisdictions; and
  • Engaged in real, coordinated law practice, not simply a shell designed to evade state‑specific practice rules.

The term is used to distinguish legitimate multi‑state firms from sham or purely nominal affiliations.

5. Policy‑Making Function

A “policy‑making function” refers to activities that:

  • Shape the overall direction, strategy, or core operational policies of the law practice; and
  • Are typically carried out by partners, shareholders, directors, or senior officers.

Under 4‑8.6(c)(1), such functions generally must be performed by:

  • Florida‑qualified lawyers;
  • Persons permitted under Rule 4‑5.4(f); or
  • Out‑of‑state lawyers acting through bona fide interstate firms.

6. Financial Interests and Fee‑Sharing

“Financial interests” include:

  • Ownership interests (shares, membership units, partnership interests);
  • Profit‑sharing rights; and
  • Any contractual entitlement to a share of legal fees.

Rule 4‑8.6, together with Rule 4‑5.4, is designed to ensure:

  • Nonlawyers do not share in legal fees except in narrow, rule‑specified circumstances (e.g., certain retirement plans); and
  • Lawyers do not share fees with persons who are legally disqualified during periods when legal services cannot be lawfully rendered by them.

V. Conclusion

The 2025 amendments to Florida Rule 4‑8.6 represent a carefully calibrated update to the state’s regulation of law practice entities. The Supreme Court:

  • Explicitly brings not‑for‑profit entities within the category of “authorized business entities,” confirming that lawyers may practice within properly structured nonprofit organizations;
  • Clarifies and tightens rules governing who may own, manage, and direct entities engaged in the practice of law in Florida, particularly in relation to nonlawyers and out‑of‑state lawyers;
  • Strengthens protections for the independence of lawyers’ professional judgment by forbidding unqualified persons from directing legal services or decisions;
  • Reaffirms that practicing law through business entities remains subject to the Court’s exclusive regulatory power, consistent with In re The Florida Bar (1961); and
  • Integrates practical considerations around suspensions, ownership interests, and compensation with long‑standing prohibitions on unauthorized practice and improper fee‑sharing.

Although procedural and uncontroversial in appearance, this opinion solidifies a contemporary framework within which Florida lawyers, law firms, legal aid organizations, and multistate practices must operate. It balances openness to evolving practice models—particularly in the nonprofit and interstate spheres—with robust safeguards designed to preserve public protection, ethical integrity, and the core professional independence of Florida lawyers.

Case Details

Year: 2025
Court: Supreme Court of Florida

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