Selling a Business in Miami

Florida has no state income tax — a material advantage for business owners compared to New York (13.3% combined top rate) or California (13.3% state alone). For founders who have relocated their business to Florida ahead of a sale, the tax savings on capital gains from a transaction can be substantial. However, proper establishment of Florida domicile — including time spent in state, change of voter registration, Florida driver's license, and other domicile indicators — must be genuine and well-documented to withstand IRS scrutiny. Buyers and their counsel will examine the substance of any pre-sale state relocation carefully.

Miami's significant volume of cross-border transactions — particularly with Latin American buyers and sellers — introduces deal mechanics not common in domestic US deals. Currency risk management, international wire transfer compliance, OFAC sanctions screening for certain jurisdictions, and foreign investment review under CFIUS for transactions involving US businesses in sensitive sectors all require attention. Purchase agreements in cross-border deals often include specific provisions for currency denomination, FX rate references, and international closing conditions. Advisors with cross-border M&A experience specific to the Latin America-US corridor add meaningful value in these transactions.

A Quality of Earnings (QoE) report is a standard requirement for Miami mid-market transactions, particularly where US PE buyers are involved. For businesses with significant international revenue — Latin American customers, tourism-driven revenue streams, or cross-border service arrangements — the QoE process is more complex and requires accountants familiar with international revenue recognition, foreign currency translation, and the normalization of revenues that may be seasonal or event-driven. A sell-side QoE prepared before going to market compresses buyer diligence timelines and reduces re-trading risk.

Representation and warranty insurance is standard in US mid-market transactions and expected by institutional PE buyers active in Miami. It limits the seller's post-closing indemnification exposure and provides buyers with a creditworthy recovery source. Separately, LOI exclusivity periods in US deals are typically 45-60 days — the period during which the seller agrees not to engage other buyers while the signed buyer completes due diligence and finalizes documentation. Managing the exclusivity period carefully — with a well-prepared data room and responsive diligence management — is one of the most important execution tasks in a US sale process.