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Investment and business structuring law in Miami focuses on how to legally form, govern, and grow businesses while protecting owners from liability. This includes choosing the right entity type, drafting operating or shareholder agreements, and structuring investments to balance growth with risk controls. In Miami, cross border activity with Latin America and the Caribbean adds complexity for corporate, securities, and tax considerations.
Key areas include formation of Florida entities (LLCs, corporations, and professional entities), governance and fiduciary duties, funding rounds and investor relations, and compliance with state and federal securities laws. Local factors such as real estate investments, licensing, and local tax requirements also shape how structures are designed and maintained. A knowledgeable attorney helps align business goals with compliant, durable structures.
Miami residents often contend with multi-jurisdictional issues, including state level corporate law, federal securities rules, and city or county licensing requirements. Understanding how these layers interact is essential to reduce risk and preserve growth opportunities. This guide highlights practical considerations, statutes, and steps to work effectively with counsel in Miami.
Sources you can consult for official framework: Florida Statutes Chapters governing entities and securities, and the Sunbiz portal for official filing and records. See official Florida Senate pages for Chapter 605 and Chapter 607, and Sunbiz for formation filings.
“Florida statutes governing corporations and LLCs provide the backbone for business structuring across the state, including Miami.”Florida Statutes Chapters 605 and 607; Sunbiz official filings
Engaging a lawyer for Investment & Business Structuring in Miami helps translate business goals into a legally sound framework. Below are concrete scenarios where specialized legal counsel is essential.
Miami and Florida law provide the core framework for business structures, governance, and securities activities. The main statutory bases are:
Recent updates in 2023 to Florida’s corporate and LLC statutes clarified aspects of governance and remedies. For precise provisions, review the official 2023 statute editions linked above. Florida Legislature - 2023 Statutes
“Florida statutes governing corporations and LLCs provide the backbone for business structuring across the state, including Miami.”Florida Statutes Chapters 605, 607 and 517; Sunbiz and local licensing portals
The Florida Business Corporation Act governs the creation, management, and dissolution of corporations in Florida. It sets duties for directors and officers and outlines shareholder rights. This framework matters for any Miami corporation seeking investors or going public.
You form an LLC by filing Articles of Organization with Sunbiz and paying the required fee. You should also draft an Operating Agreement and obtain an Employer Identification Number (EIN). Local licensing may follow once formation is complete.
Costs include filing fees with Sunbiz and ongoing annual or periodic reporting fees. The exact amounts vary by entity type and filing. The official Sunbiz site provides the current fee schedule.
Standard filings may take a few business days to weeks, depending on workload and whether you request expedited service. You can generally expect formation within 1-2 weeks without rush processing.
While you can form a business without counsel, a lawyer helps ensure correct structuring, compliance with Florida statutes, and robust governing documents. This reduces risk of later disputes or regulatory issues.
An LLC offers pass-through taxation and flexible management, while a corporation provides more formal governance and easier equity fundraising. Both are governed by Chapters 605 and 607 respectively, with different filings and duties.
Yes, a Buy-Sell Agreement helps manage ownership changes due to death, disability, or owner exit. It complements operating or shareholder agreements and improves business continuity.
Use private placements and comply with Florida Securities laws (Chapter 517) and federal rules. A lawyer can help prepare private placement memoranda and ensure exemptions apply to your offering.
A registered agent receives legal notices and official government communications on behalf of the company. The agent must have a physical address in Florida and be available during business hours.
International investment is possible when you comply with U.S. securities laws, OFAC and international trade restrictions, and Florida statutes. Structured disclosures and appropriate exemptions reduce risk.
Conversion may be beneficial for tax planning, investor considerations, or governance needs. A lawyer can assess whether a conversion aligns with goals, resources, and compliance obligations.
Florida LLCs must file annual reports by the due date each year. Failure to file can lead to administrative dissolution and loss of good standing, making future transactions harder.
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Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
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