Miami

Entity Formation for Domestic and International Operations

Miami’s role as a gateway to Latin America means that entity formation often involves multi-layered corporate structures. We form Florida LLCs and corporations through the Sunbiz system, but we also advise on holding company structures, foreign subsidiary arrangements, and the entity configurations that optimize for both U.S. tax treatment and cross-border operational efficiency. For companies relocating from other states, we manage the foreign qualification process and advise on entity restructuring to take advantage of Florida’s tax environment.

Cross-Border Commercial Agreements

Miami businesses routinely transact with counterparties in Latin America, the Caribbean, and Europe. These transactions require agreements that address choice of law considerations, international dispute resolution mechanisms, currency provisions, import/export compliance, and the regulatory requirements specific to cross-border commerce. We draft and negotiate vendor agreements, distribution arrangements, licensing deals, service contracts, and joint venture terms for Miami businesses with international commercial reach.

Startup Formation and Venture Capital

Miami’s tech ecosystem has gained significant momentum, fueled by founders relocating from more expensive markets and a growing local venture capital community. We advise Miami founders on incorporation (including Delaware formation for VC-track companies), equity allocation, vesting, IP assignment, and financing through SAFE agreements, convertible instruments, and priced rounds. Miami’s startup scene operates at institutional speed, and our documentation reflects the standards that both local and coastal investors expect.

Mergers, Acquisitions, and Business Relocations

Miami’s attractiveness as a relocation destination has generated substantial M&A activity, with companies from higher-tax states acquiring or merging with South Florida businesses, and local businesses consolidating in a growing market. We manage transactions from term sheet through closing, with attention to Florida’s documentary stamp tax on transfers, due diligence processes, and the entity restructuring that often accompanies business relocations. We also advise business owners on exit planning and succession strategies designed to maximize transaction value.

Real Estate Corporate Structures

Miami’s real estate market — from Brickell condominiums and Wynwood mixed-use developments to single-family investment portfolios — requires corporate structures that provide liability protection, tax efficiency, and operational flexibility. We form holding entities, draft operating agreements for real estate ventures, prepare joint venture documentation, and advise on the entity structures that lenders and equity partners require.

Intellectual Property Protection

We assist Miami businesses with trademark registration and prosecution, copyright protection, trade secret policies, and IP licensing arrangements. For technology, media, and consumer brands, IP protection is integrated with commercial strategy — supporting brand development, content monetization, and licensing revenue.

Employment Agreements Under Florida Law

Florida’s at-will employment framework and the enforceability of non-compete agreements under Section 542.335 give employers meaningful tools for workforce management and proprietary information protection. We draft employment agreements, non-compete and non-solicitation provisions, contractor arrangements, and separation agreements. We also advise on compliance with the Florida Civil Rights Act, federal employment requirements, and the local ordinances that apply in Miami-Dade County.

Outside General Counsel

For Miami companies that need consistent legal oversight without full-time in-house overhead, our general counsel retainers provide dedicated access to an attorney who handles contract review, vendor negotiations, employment matters, compliance questions, and commercial decision support — tailored to the specific demands of the South Florida market.

Business Disputes and Litigation

We represent Miami businesses in breach of contract disputes, partnership and membership disagreements, commercial real estate conflicts, and other business litigation. Miami-Dade County’s court system handles a heavy commercial docket, and our attorneys guide clients through negotiation, mediation, or trial with a focus on efficient resolution and financial outcome.