Commercial Arbitration Proceedings

Point: Legal Representation in Florida for Corporations

Florida law requires that corporations or LLCs must be represented by an attorney in any court
proceeding.
The general rule is that an individual may appear pro se and represent themselves in court. Fla.
Stat. § 454.18. This general rule does not apply to probate proceedings or to corporations.
Both corporations and LLCs are special entities, often owned by multiple shareholders who are
not exposed to personal liability. Hence, the party representing the company must be an attorney.
Additionally, attorneys are exposed to professional rules of conduct, which is not the case with
corporate agents and LLC members.
In this context, there are exceptions to the rule. Rule 7.050 of the Florida Small Claims Civil
Rules provides that, in specific cases, a corporation may be represented by a corporate officer, or
any employee authorized in writing by a corporate officer.
Such cases are those where the amount of controversy is less than $5,000. Plus, the rule provides
that a corporate officer or an authorized employee may represent the company throughout the
entire case, at any stage of the trial proceedings.
Unlicensed practice of law (“UPL”) is prohibited in Florida.
The unauthorized practice of law is the practice of law by a person who is not a lawyer licensed
to do so.
The Supreme Court of Florida has inherent jurisdiction to prohibit the unlicensed practice of law.
As was stated in The Florida Bar v. Sperry, at 595:
". . . the unauthorized practice of law by those not qualified and admitted actually creates work
for the legal profession because of the errors and mistakes of those who for others illegally
perform legal work they are not competent to perform.
A corporation may not represent itself through non-lawyer employees, officers, or shareholders.
Nicholson Supply Co. v. First Federal Savings & Loan Ass’n of Hardee County, 184 So.2d 438
(Fla. 2d DCA 1966); See also Szteinbaum v. Kaes Inversiones y Valores, 476 So.2d 247 (Fla. 3d
DCA 1985); [**2] Punta Gorda Pines Dev., Inc. v. Slack Excavating, Inc., 468 So.2d 438 (Fla.
2d DCA 1985); Hub Financial Corp. v. Olmetti, 465 So.2d 618 (Fla. 4th DCA 1985); Daytona
Migi Corp. v. Daytona Automotive Fiberglass, Inc., 417 So.2d 272 (Fla. 5th DCA 1982);
Angelini v. Mobile Home Village, Inc., 310 So.2d 776 (Fla. 1st DCA 1975). This rule applies
even where the non-lawyer purporting to represent the corporation is the sole shareholder of the
corporation. Southeastern Associates, Inc. v. First Georgia Bank, 362 So.2d 967 (Fla. 1st DCA
1978).
Richter v. Higdon Homes, Inc., 544 So. 2d 300 (Fla. Dist. Ct. App. 1st Dist. 1989)
The exception is in small claims court cases:
See Fla. Sm. Claims Rule 7.050 stating
(2) Party Not Represented by Attorney to Sign. A party, individual, or corporation who or which
has no
attorney handling such cause shall sign that party’s statement of claim or other paper and state
that party’s address and telephone number, including area code. However, if the trial court in its
discretion determines that the plaintiff is engaged in the business of collecting claims and holds
such claim being sued upon by purchase, assignment, or management arrangement in the
operation of such business, the court may require that corporation to provide counsel in the
prosecution of the cause. A corporation may be represented at any stage of the trial court
proceedings by an officer of the corporation or any employee authorized in writing by an officer
of the corporation.
The Small Claims Rules even provide a form document to allow for non-attorney to represent
corporation.
“Szteinbaum v. Kaes Inversiones y Valores, C.A., 476 So.2d 247, 248 (Fla. 3d DCA 1985)
(holding that "a corporation, unlike a natural person, cannot represent itself and cannot appear in
a court of law without an attorney"” Florida Bar v. Embassy of Heaven Church, 761 So. 2d
1053, 1054-55 (Fla. 2000)
Florida Bar v. Gordon, 661 So.2d 295, 296 (Fla. 1995) (enjoining nonattorney from
"[a]ppearing in any Florida court or offering to appear in any Florida court, either expressly or
impliedly, as a spokesperson or representative for litigants in any court proceeding")
Cf. Nicholson Supply Co. v. First Federal Savings Loan Association, 184 So.2d 438 (Fla.2d
DCA 1966) (right of self-representation does not allow non-attorney corporate officers to
represent their corporation). Nor does the first amendment support a right to lay representation. "
The Florida Bar v. Moses
In Szteinbaum we held that an initial pleading entered on behalf of a corporation by a non-
attorney officer of the corporation is not a nullity but will be subject to dismissal if an attorney
does not enter an appearance within a reasonable time after notice of the defect is given, unless it
is shown that the representation occurred with knowledge of its impropriety or the other party
was substantially prejudiced by it. Szteinbaum v. Kaes Inversiones y Valores, C.A.
An important distinction exists between the application of the professional rules and the
application of the statute prohibiting the unauthorized practice of law. The statute governs all
persons, whether natural or legal, whether lawyers or non-lawyers. The Professional Conduct
Rules regulate only the conduct of lawyers, but not that of non-lawyers, corporations, or other
organizational entities. The unauthorized practice of law statute operates to prohibit conduct by
both individuals and legal entities that the professional rules do not regulate. In so doing, the
statute criminalizes conduct by natural and legal persons who are not subject to this Court's
authority under the professional rules and thereby protects the public from the practice of law by
individuals and entities not qualified to practice law. Cincinnati Ins. Co. v. Wills