For inquiries, please contact our Front Desk at fd@molawoffice.com or Admin at admin@molawoffice.com. You can also reach us by phone at +1 305-548-5020, option 1.

For traffic ticket assistance, visit molinatrafficticket.com.

Florida & Miami Investment Guide for Latin American Investors: How to Structure, Protect, and Grow Your Capital

Who This Guide Is For

• High-net-worth individuals and family offices from Latin America (Mexico, Central America, the Caribbean, Colombia, Venezuela, Brazil, Argentina, Chile, Peru, etc.)
• Entrepreneurs expanding into the U.S. market with a Florida or Miami launch
• Investors acquiring real estate (residential, multifamily, commercial, hotel/short-stay, industrial)
• Buyers of operating businesses, franchises, or minority stakes in Florida companies

Your Pre-Investment Checklist (Start Here)

• Define the investment vehicle: Florida LLC, corporation, or holding company with subsidiary structure. Consider privacy, limited liability, governance, and banking needs.
• Tax posture before you wire funds: Coordinate U.S. and home-country tax advisors early (FIRPTA for real estate, ECI vs. FDAP, treaty considerations, withholding, and reporting).
• Immigration planning (if relevant): Align your business plan and ownership with visa strategies (E-2, L-1, EB-5, etc.)—or keep immigration entirely separate if you prefer a purely passive structure.
• Banking & AML/KYC: Prepare corporate docs, proof of address, and compliance history for U.S. bank onboarding; plan for source-of-funds documentation.
• Diligence, then structure: Validate assets and counterparties (real estate title, corporate financials, litigation checks) before selecting your final structure.
• Contracts that match the deal: Purchase & sale, operating/shareholder agreements, leases, management agreements, and vendor contracts that actually reflect Miami business practice.
• Risk controls: Insurance, limitation of liability, dispute resolution (Florida law, Miami-Dade venue), and protective covenants with partners and managers.
• Governance & reporting: Clear decision rights, cash waterfall, audit rights, and board/advisory cadence—especially if family members or partners will co-invest.
• Exit planning from day one: Options and triggers to sell, refinance, or distribute; buy-sell mechanics; put/call rights; drag/tag provisions.
• Compliance calendar: Annual reports, licenses, registrations, taxes, and deadlines (and who is responsible for each).

Choosing the Right Entity (and Why It Matters)

• Define capital contributions, distributions, and a waterfall for profits.
• Allocate management authority (manager-managed vs. member-managed).
• Include buy-sell mechanics (right of first refusal, drag/tag, events of default).
• Address deadlocks with a clear process (mediation → buy-sell formula).
• Protect minority investors with consent rights for major actions.

Tax Topics to Address Up Front (Coordinate With Tax Advisors)

• FIRPTA (real estate): U.S. withholding rules can apply when foreign persons dispose of U.S. real property interests. Structure early to avoid unpleasant surprises at exit.
• ECI vs. FDAP: Understand when income is “effectively connected” with a U.S. trade or business (taxed on a net basis) vs. passive income subject to withholding.
• Treaties & credits: Some Latin American countries have tax treaties with the U.S.; others do not. Align entity choice and debt/equity mix accordingly.
• Estate & gift planning: Non-U.S. persons face different U.S. estate tax exposure for U.S.-situs assets. Consider ownership through entities and insurance planning.
• State & local taxes: Florida has no state income tax for individuals, but counties and cities have property taxes, sales/use taxes, tourist development taxes, and registration fees that affect returns.

Immigration Coordination (Only If You Need It)

• E-2 (Treaty Investor): For nationals of treaty countries; requires a substantial at-risk investment in a U.S. business you direct and develop.
• L-1 (Intra-Company Transfer): For executives/managers transferring from a foreign affiliate to a U.S. company.
• EB-5 (Immigrant Investor): Invest a qualifying amount that creates jobs; timeline and project diligence are critical.

Real Estate: From Offer to Close Without Surprises

• Deal selection & LOI: Clarify price, deposits, diligence period, closing timeline, and assignment rights to your new entity once formed.
• Title & survey: Order early; resolve exceptions and encroachments; confirm zoning, use rights, and any condo/association rules.
• Inspections: Physical inspections (roof, MEP, structural), environmental (Phase I, and Phase II if indicated), insurance underwriting (wind/flood in South Florida).
• Financing: Term sheets with realistic closing conditions; be ready for additional AML/KYC steps for foreign borrowers.
• Closing & management: Escrow coordination; fix property management agreements; set reserve policies; collect W-9/W-8 forms from vendors and contractors.
• Leases (if acquiring occupied assets): Review rent rolls, estoppels, SNDA status, option rights, and undisclosed concessions; match CAM practices to market.

Buying a Florida Business (M&A or Minority Investment)

• Letter of Intent (LOI): Outline price, structure (asset vs. stock deal), escrow/holdbacks, and exclusivity.
• Diligence: Financials, tax returns, licenses, litigation, IP, employment policies, data privacy, vendor/customer concentration, and lien searches.
• Purchase Agreement: Reps & warranties, indemnities with caps/baskets, post-closing adjustments, and restrictive covenants (non-compete/non-solicit).
• Employment & retention: Offers/agreements for key managers; bonus or earn-out structures aligned to performance.
• Licenses & contracts: Confirm assignability; in regulated sectors (hospitality, health, transport, construction), build a timeline for approvals.
• Governance if you invest as a minority: Board seat or observer rights, information rights, vetoes on major actions, anti-dilution protections, and a clear exit path.

Franchising & New Market Entries

• Review the FDD (fees, supply chain, territory, remodel/tech obligations).
• Align your lease with franchise requirements (use, signage, HVAC/power, grease traps for restaurant concepts).
• Negotiate a local addendum for territory/encroachment, transfer rights, and marketing fund transparency.
• Build the entity stack to separate personal and business risks and to accommodate future multi-unit growth.

Banking, Compliance, and Operational Setup

• U.S. banking: Expect robust identity and source-of-funds verifications. Prepare certified company documents, passports/IDs, proof of address, and organizational charts.
• Accounting & reporting: Choose an accounting method, set up payroll if you’ll hire, and calendar federal and Florida filings.
• Insurance: General liability, property, business interruption, professional liability (if providing services), cyber (if holding customer data), and directors & officers (for board-led investments).
• Contracts: Use Florida-law contracts for suppliers, customers, and partners with English-and-Spanish options if your staff and clients are bilingual.
• Dispute resolution: Keep venue in Miami-Dade County courts or arbitration; require English (or bilingual) versions to control interpretation risk.

Protecting Your IP, Brand, and Data

• Trademarks: File U.S. federal trademark applications for your brand before you launch marketing or sign with distributors.
• Licenses and content: If you operate media/e-commerce, confirm you own or license all content and images.
• Privacy & data: Even if you’re not “big tech,” adopt clear privacy policies, terms of use, and data retention plans—especially if you sell online or store customer data.

Family Governance & Succession

• Family investment charter: Who decides what, how conflicts are resolved, and when profits are distributed or reinvested.
• Trusts & estate coordination: Align U.S. entity ownership with your home-country estate plan to avoid double taxation or forced-heirship conflicts.
• Information & reporting: Quarterly financial packages, independent bookkeeping, and audit rights keep trust high and surprises low.

Five Common Pitfalls (and How We Help You Avoid Them)

• Forming the wrong entity (or none): Rushing into a personal purchase creates tax and liability exposure. We form fit-for-purpose Florida entities and operating agreements before you commit capital.
• Skipping coordinated tax planning: A good deal can turn into a tax headache across two countries. We coordinate with cross-border tax advisors so your structure, financing, and exit are tax-aware.
• Accepting seller or broker documents “as is”: We replace generic templates with Florida-ready contracts that actually protect you—reps/warranties, indemnities, dispute resolution, and post-closing covenants.
• Underestimating permitting/insurance timelines: In South Florida, wind/flood underwriting and municipal reviews affect schedules and cash flow. We build realistic milestones into closings and leases.
• No exit plan: From day one, we include options, triggers, and buy-sell mechanics so you can pivot without litigation.

Why Miami (and Why Counsel Early)

How Our Firm Works With Latin American Investors

• Design entity stacks (holdcos, Florida LLCs/corps) and draft operating/shareholder agreements
• Negotiate purchases of real estate and businesses, from LOI to closing, with full diligence and escrow coordination
• Review and negotiate leases, management agreements, and vendor contracts suited to Miami practice
• Coordinate with cross-border tax and immigration counsel to keep corporate, banking, and visa goals aligned
• Implement governance and reporting (consent rights, cash waterfalls, information rights) to protect minority and family investors
• Set up compliance calendars and provide ongoing general counsel as your portfolio grows

Let’s Talk