Setting Up a Med Spa Entity in Florida: LLC, PLLC, the Health Care Clinic Act and the MSO Model

Most "how to form an LLC in Florida" guides start at Sunbiz. For a med spa that is the wrong place to start, because the entity you file depends on who will own it and on whether the business needs a health care clinic license from the Agency for Health Care Administration. A nurse practitioner opening her own practice, a physician adding an aesthetics line and an entrepreneur who will hire a medical director end up with different paperwork, and the differences show up later in the books and the tax return.

This guide walks the Florida sequence in the order the decisions have to be made: the licensing question, the entity, the MSO pattern, then Sunbiz, the EIN and the tax election, and finally the Department of Revenue registrations and the Annual Report. Fees and deadlines were checked in November 2026. The licensing and ownership points are summarized from the statute and must be confirmed with a health-care attorney licensed in Florida.

Start with the Health Care Clinic Act, not the Sunbiz form

Part X of chapter 400 of the Florida Statutes requires a "clinic" to be licensed by AHCA. Section 400.9905(4) defines a clinic as an entity at which health care services are provided to individuals and which tenders charges for reimbursement for those services. It then lists entities that are not clinics, and paragraph (g) is the one most med spas rely on: an entity that provides health care services through licensed practitioners under listed licensing chapters and is wholly owned by one or more of those practitioners. The list includes physicians (chapters 458 and 459) and advanced practice registered nurses under section 464.012. Family members may co-own if a licensed owner supervises the business and takes legal responsibility for compliance, and no owner may supervise services outside the scope of her own license.

Three consequences follow. A practice wholly owned by a physician, a physician assistant or an APRN generally fits the exemption; one owned in whole or part by an RN, an aesthetician or an investor generally does not. A non-exempt clinic must be licensed before it charges for services, and under section 400.9935(3) a charge by a clinic that should have been licensed and was not is "unlawful, noncompensable and unenforceable." And a licensed clinic must appoint a medical or clinic director who accepts legal responsibility in writing, a heavier role than the supervising medical director a practitioner-owned practice engages.

Whether a cash-pay practice that never bills an insurer "tenders charges for reimbursement" is a question for Florida health-care counsel, not your accountant. Two practical points are not in dispute. An exempt entity may voluntarily apply to AHCA for a certificate of exemption, valid for up to two years, for $100 or the actual processing cost, whichever is less, and certificate holders must publish a schedule of charges for self-pay patients. And lenders, landlords and buyers increasingly ask for the license or the certificate, so get the answer in writing before signing the lease.

LLC, PLLC or PA: which entity, and who may own it

Florida does not have a corporate-practice-of-medicine statute of the kind California enforces, where AmSpa reports a physician must own at least 51% of a medical practice. We are not aware of a Florida statute that reserves ownership of a medical business to physicians; the constraints come from the Health Care Clinic Act exemption above and, if you choose a professional entity, from chapter 621. Confirm both with Florida health-care counsel.

Chapter 621 governs professional service corporations and PLLCs. It is permissive: a licensed practitioner may form an ordinary LLC instead. If you use it, the name must include "professional limited liability company," "P.L.L.C." or "PLLC" (for a corporation, "professional association," "P.A." or "chartered"), and under sections 621.03, 621.09 and 621.11 the owners must be individuals licensed in the same professional service, with transfers restricted to that group. A physician and an aesthetician cannot co-own a PLLC; a physician and a nurse practitioner raise a same-profession question for your attorney. A PLLC or PA is recognized by landlords, lenders and boards as a professional entity; the cost is that ownership can never be opened to a non-licensed partner without restructuring.

The MSO and professional entity pattern for non-practitioner owners

When the owner is not a licensed practitioner, or investors want equity, Florida practices use the structure AmSpa describes for restrictive states: a professional entity, owned as the law requires, that employs or contracts the providers and bills the patients, plus a management services organization owned by the entrepreneur or investors that holds the brand, the lease, the equipment and the non-clinical staff and provides them to the professional entity for a fee under a management services agreement. The MSO may not direct clinical judgment, and the fee must be defensible as fair market value; percentage-of-collections arrangements draw fee-splitting scrutiny.

From the accounting side the pattern doubles the work: two sets of books, two bank accounts, two payrolls if both entities have employees, and an intercompany balance to settle and tie out every month. Treatment revenue, injectable inventory and provider commissions sit in the professional entity; rent, marketing, equipment and the management fee sit in the MSO; the owner's economics appear only in a consolidated view that neither QuickBooks file produces on its own. Our MSO and professional entity accounting guide and medical director agreement guide cover the mechanics; the decision belongs to your attorney.

Sunbiz, the registered agent, the EIN and the tax election

With ownership settled, the filing is the easy part. A Florida LLC is created by filing Articles of Organization through Sunbiz. The name must be distinguishable on state records and end in LLC, L.L.C. or Limited Liability Company, or carry the PLLC designator. The registered agent needs a physical Florida street address (no P.O. box) and the entity cannot be its own agent; a commercial agent keeps the owner's home off a public database. Managers are listed optionally; members are not listed. The effective date can be set up to 90 days after filing; a practice forming in late December should consider January 1 so it does not owe an Annual Report and a stub-year return for eleven days of existence. The fee is $125 for an LLC or PLLC and $70 for a corporation or PA.

Get the EIN the day the articles are approved. The IRS issues it free and immediately online, and you need it before the bank, the payroll provider, the POS merchant account and the Department of Revenue. Open the merchant account under the entity's EIN from the start; a processor left in the owner's Social Security number is the usual cause of an IRS mismatch notice two years later.

Then decide how the IRS will tax it. A single-member LLC is disregarded and reports on the owner's Schedule C; a multi-member LLC is a partnership; either may elect S corporation status on Form 2553 within two months and 15 days of the start of the tax year, with late relief under Rev. Proc. 2013-30. For an owner-injector whose profit will comfortably exceed a reasonable salary the election usually pays; see our LLC vs. S-corp guide for med spas. A C corporation election is rarely right: Florida imposes its 5.5% corporate income tax on C corporations and LLCs taxed as C corporations, while it has no personal income tax, so profit that flows through to an owner's return is not taxed by the state.

Florida Department of Revenue registrations and the Annual Report

Sunbiz does not tell the Department of Revenue you exist. Register through the online Florida Business Tax Application (paper Form DR-1) before you begin conducting business, for two taxes. Sales and use tax applies because retail skincare, devices and cosmetics are taxable at the 6% state rate plus the county surtax (1.5% in Hillsborough County for 2026, 7.5% combined), while the treatments themselves are not taxed. The use-tax half matters as much: under Rule 12A-1.020 a licensed practitioner is the consumer of the gloves, needles, cannulas and instruments used in treatment and owes tax on them at purchase, while prescription drugs such as neurotoxins and fillers are exempt, so supplies bought from out-of-state vendors that charge no Florida tax are self-assessed on the same return. Our sales tax guide for med spa services and products covers the line between the two.

Reemployment tax is Florida's only state payroll tax. Liability begins once the practice pays $1,500 of wages in a quarter or has an employee in any 20 weeks of a year; new employers pay 2.7% on the first $7,000 of each employee's wages, reported quarterly on Form RT-6. With the first hire also come workers' compensation (required for non-construction employers with four or more employees), E-Verify (private employers with 25 or more) and new-hire reporting, and local business tax receipts come from the county and, inside Tampa city limits, the city as well.

Finally, the Sunbiz Annual Report: $138.75 for an LLC or PLLC and $150 for a corporation or PA, due by May 1 each year after formation. It is not a financial statement, only a confirmation of addresses and managers. Filing after May 1 adds a $400 late fee, and an entity still unfiled by the third Friday in September is administratively dissolved at the close of business on the fourth Friday, which for a licensed or exempt clinic is also a licensing problem.

Worked example: two owners, two structures, one Tampa practice (illustrative)

Westshore Aesthetics (a fictional name) is an illustrative Tampa practice planning $1,200,000 of first-year revenue with an APRN injector, an RN injector, an aesthetician and two front-desk employees, opening March 1, 2027.

Path A: the APRN owns 100%. She forms Westshore Aesthetics, LLC on Sunbiz for $125 in early January. As an APRN licensed under section 464.012 who wholly owns the entity, she expects to fit the paragraph (g) exemption, confirms that with her attorney, and applies for AHCA's voluntary certificate of exemption. She gets the EIN the same day, opens the operating and merchant accounts under it, files Form 2553 in February because she expects profit well above a reasonable injector salary, and registers with the Department of Revenue before the first retail sale and payroll. Her first Annual Report is due by May 1, 2028.

Path B: an entrepreneur owns the business. He is not a licensed practitioner, so a wholly owned LLC does not fit the exemption. On counsel's advice he forms Westshore Management, LLC, which he owns, and Westshore Medical, PLLC, owned by the physician who will serve as medical director and employ the injectors, with a management services agreement between them. Two Sunbiz filings ($250), two EINs, two bank accounts, two merchant accounts, and a fee set at fair market value. His accounting cost is higher and his profit is visible only in a consolidated report, but the structure survives the day a buyer asks who owns the medicine.

What usually goes wrong

The expensive mistakes happen before the first patient. An RN or aesthetician forms a single LLC, opens, and learns from a lender or buyer that the entity never fit an exemption and never held a license, putting every charge since opening in question. An entrepreneur builds the MSO structure but runs it as one business: one bank account, the PLLC's revenue deposited to the MSO, no management fee ever invoiced. The merchant account goes in under the founder's Social Security number. The Form 2553 window closes while the build-out runs over. And the sales tax account is opened after the first month of retail sales, so the first return is already late and nobody has accrued use tax on the supplies arriving from out of state.

When to get help

You can file the Sunbiz articles yourself; spend the money on the two decisions that matter: the licensing and ownership structure, which belongs to a Florida health-care attorney, and the tax and registration sequence that follows, which is where a CPA earns the fee. Our new med spa launch service picks up once counsel has set the structure: tax elections for each entity, EINs and merchant accounts in the right names, Department of Revenue and payroll registrations, the chart of accounts and POS mapping, intercompany setup if there is an MSO, and a compliance calendar with the Annual Report on it. The opening sequence is in our accounting setup checklist for a new med spa, and the Florida picture is on our Florida med spa accounting page.

If you are forming a Florida practice in the next few months, or formed one recently and are not sure the entity matches who owns it, request a 20-minute fit call and bring the Sunbiz confirmation and your attorney's structure memo. Twenty minutes now is cheaper than restructuring after the first year's returns are filed.

Jenny Gao, CPA, EA

Founder of Balance Partners, a CPA-led accounting, tax and fractional CFO practice for med spas. Florida-licensed CPA and IRS Enrolled Agent with more than 13 years of accounting and tax experience. Jenny writes and reviews every guide on this site. About Jenny

This guide is general educational information for owners of med spas and aesthetics practices in the United States and is not accounting, tax, legal, medical, payroll or financial advice for your situation. Rules change and vary by entity, state and facts. Balance Partners, LLC does not provide audit, review, compilation or other attest services. Last reviewed November 8, 2026.