Coral Gables transaction structuring firm helps international buyers, sellers, and partners navigate tax, ownership, and regulatory rules in cross-border transactions
CORAL GABLES, Fla. – October 20, 2026 – McArdle Franco PLLC, a Coral Gables law firm established in 2002, is highlighting its transaction structuring practice for foreign companies, family offices, and individual investors doing business in South Florida. The firm represents local, regional, and foreign businesses in real estate purchases and sales, corporate acquisitions, joint ventures, financing transactions, and cross-border commercial agreements.
Quick Answer: Foreign investors acquiring South Florida businesses or real estate should plan the ownership structure before signing. Key issues include U.S. estate tax exposure for nonresident aliens, FIRPTA withholding of up to 15 percent on sales of U.S. real property interests, Florida’s 2023 restrictions on land purchases by persons tied to designated foreign countries of concern, federal CFIUS review near sensitive sites, anti-money-laundering reporting rules, and tax treaty planning. McArdle Franco, a cross-border transaction lawyer Miami resource, structures these deals from the outset.
South Florida as an International Gateway
Miami has long served as the commercial bridge between the United States, Latin America, the Caribbean, and Europe. International buyers purchase condominiums, office buildings, hotels, and development sites. Foreign manufacturers and distributors establish U.S. subsidiaries in Doral and the Miami-Dade airport corridor. Family offices from across the Americas relocate wealth and operations to Coral Gables, Brickell, and Palm Beach. Cross-border joint ventures develop residential towers and mixed-use projects throughout the region.
Each of those transactions crosses legal systems. A structure that works well in Buenos Aires, Bogotá, São Paulo, Madrid, or Toronto may create unexpected tax or regulatory consequences in the United States. McArdle Franco’s transaction structuring practice works with clients and their home-country advisers to design deals that fit both sides of the border.
Choosing the Right Ownership Structure
The first question in most inbound transactions is who, or what, should own the U.S. asset.
| Ownership Option | Key Considerations |
|---|---|
| Direct individual ownership | Simple, but exposes the owner to U.S. estate tax and personal liability |
| U.S. LLC | Liability protection; tax treatment depends on classification |
| U.S. corporation | Corporate tax, dividend withholding, and potential estate tax insulation when held through a foreign entity |
| Foreign corporation | May reduce U.S. estate tax exposure, but adds complexity and branch-level taxes |
| Trust structures | Estate planning benefits, but complex tax rules for foreign grantors |
| Joint venture entity | Shared ownership with local partners under negotiated governance |
U.S. Estate Tax Exposure
Nonresident aliens who are not U.S. domiciliaries are subject to U.S. estate tax on U.S.-situs assets, such as U.S. real estate and shares of U.S. corporations, with an exemption of only $60,000 unless a treaty provides otherwise. That is a small fraction of the exemption available to U.S. citizens. Holding U.S. real estate directly or through certain entities can expose a foreign family to estate tax rates of up to 40 percent. Careful entity selection, sometimes combined with foreign holding companies or insurance, can reduce that exposure.
Income Tax and Treaties
Rental income, business profits, and gains on sale are taxed differently depending on the structure and on whether the investor’s home country has an income tax treaty with the United States. Treaty benefits can reduce withholding on dividends and interest. Structures should be reviewed with qualified tax advisers in both countries.
FIRPTA Withholding on Sales
The Foreign Investment in Real Property Tax Act (FIRPTA) generally requires a buyer purchasing a U.S. real property interest from a foreign person to withhold 15 percent of the gross amount realized and remit it to the IRS. Reduced rates or exemptions apply in limited situations, such as certain residential purchases at lower price points where the buyer intends to use the property as a residence. Foreign sellers can apply for a withholding certificate to reduce withholding to their actual expected tax liability. Buyers who fail to withhold may become liable for the tax.
FIRPTA also affects sales of interests in U.S. real property holding corporations. Structures that hold Florida real estate through U.S. corporations must account for FIRPTA when the shares are sold.
Florida’s Restrictions on Land Purchases by Certain Foreign Buyers
In 2023, Florida enacted legislation commonly known as SB 264, codified in part at Sections 692.201 through 692.205 of the Florida Statutes, restricting the acquisition of certain Florida real property by persons and entities associated with designated “foreign countries of concern.” The designated countries are China, Russia, Iran, North Korea, Cuba, Venezuela, and Syria.
Key Provisions
- Persons domiciled in a foreign country of concern, their governments, and certain affiliated entities are generally prohibited from acquiring agricultural land in Florida.
- Those same persons are generally prohibited from acquiring real property within 10 miles of military installations or critical infrastructure facilities, subject to limited exceptions.
- Persons and entities associated with the People’s Republic of China face broader restrictions on acquiring Florida real property, with a narrow residential exception for certain lawful visa holders.
- Buyers must sign affidavits at closing confirming compliance.
- Certain existing owners were required to register their holdings with the state.
The law has been challenged in federal court, and its application continues to develop. Buyers, sellers, title agents, and lenders should confirm current requirements before closing. A Venezuelan or Cuban domiciliary purchasing commercial property near Homestead Air Reserve Base or a port facility, for example, must evaluate whether the property falls within a restricted zone.
Federal Review: CFIUS
The Committee on Foreign Investment in the United States (CFIUS) reviews certain foreign investments in U.S. businesses and real estate for national security concerns. CFIUS has jurisdiction over certain real estate transactions near specified military installations and over investments in U.S. businesses involving critical technologies, critical infrastructure, or sensitive personal data. Some transactions require mandatory filings. Others may benefit from voluntary filings to obtain safe harbor. South Florida’s concentration of military installations, ports, and critical infrastructure makes CFIUS analysis relevant for many foreign buyers.
Anti-Money-Laundering and Reporting Rules
Geographic Targeting Orders
The U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) has for years issued geographic targeting orders covering Miami-Dade, Broward, and Palm Beach counties, requiring title insurance companies to report beneficial owners of entities making certain all-cash residential purchases above specified thresholds.
Residential Real Estate Reporting Rule
In 2024, FinCEN adopted a nationwide rule requiring reporting of certain non-financed transfers of residential real estate to legal entities and trusts. The rule’s effective date was postponed, and its status should be confirmed before closing any affected transaction.
Beneficial Ownership Information
Under FinCEN’s March 2025 interim final rule implementing the Corporate Transparency Act, domestic companies and U.S. persons are exempt from beneficial ownership reporting, but foreign companies registered to do business in the United States remain subject to reporting requirements. Foreign entities qualifying to do business in Florida should evaluate their obligations.
Banking and Know-Your-Customer Requirements
U.S. banks require extensive documentation from foreign investors, including source-of-funds explanations, beneficial ownership certifications, and identity verification. Planning for these requirements early prevents closing delays.
Cross-Border Joint Ventures
Many foreign investors partner with local developers, operators, or business owners. Cross-border joint venture agreements must address issues that purely domestic deals may not:
- Governing law and dispute resolution, often international arbitration with a neutral seat
- Currency for capital contributions and distributions
- Tax distributions to cover partners’ different tax obligations
- Withholding on distributions to foreign partners
- Transfer restrictions and exit rights, including drag-along and tag-along provisions
- Reporting to satisfy home-country regulators and tax authorities
- Language of the governing documents and translations
A Miami business transaction attorney at McArdle Franco drafts joint venture documents that account for the different expectations and legal backgrounds of each party.
Establishing U.S. Operations
Foreign companies opening U.S. operations in South Florida typically need to form or qualify an entity, register with tax authorities, obtain local business tax receipts, secure leased or owned premises, hire employees in compliance with U.S. employment and immigration law, open bank accounts, and enter supplier, distributor, and customer contracts. McArdle Franco’s business structuring and transaction structuring practices coordinate entity formation with the commercial agreements the business will need, including supplier and vendor agreements, distribution agreements, and commercial leases.
Cross-Border Acquisitions
When a foreign buyer acquires a Florida company, or a Florida company acquires a foreign business, the transaction raises additional considerations:
- Deal structure: asset purchase, stock purchase, or merger, with tax analysis in both countries
- Regulatory approvals: CFIUS, antitrust filings, and sector-specific licenses
- Employment matters: transfer of employees, immigration status, and benefit plans
- Contracts: change-of-control provisions in customer, supplier, and lease agreements
- Currency and payment mechanics: escrow, exchange risk, and international wire procedures
- Post-closing integration: governance, reporting, and compliance across jurisdictions
As a Coral Gables M&A lawyer team, McArdle Franco represents buyers and sellers in transactions involving Florida companies and international parties.
Real Estate Purchases by Foreign Buyers
Foreign investors remain among the most active buyers of South Florida real estate. A Florida real estate transaction attorney helps international buyers with:
- Choosing the right ownership entity before signing the contract
- Reviewing purchase contracts, condominium documents, and title
- Confirming compliance with Florida’s foreign buyer restrictions
- Coordinating FIRPTA planning for eventual resale
- Structuring financing, including foreign national loan programs
- Managing documentary stamp taxes and closing costs
- Arranging property management and leasing
Planning the exit at the time of purchase is a core principle. The structure chosen at acquisition determines estate tax exposure, FIRPTA consequences, and flexibility when the investor eventually sells.
Consequential Thinking in Cross-Border Deals
McArdle Franco describes its approach as consequential thinking: analyzing how each substantive term may play out in the future and using that analysis to shape terms today. In cross-border transactions, that means considering how a dispute would be resolved across borders, how a partner’s death or insolvency abroad would affect the U.S. entity, how currency fluctuations would affect obligations, and how tax law changes in either country would affect returns. The firm’s litigators share their experience with the transactional team so that deal documents address the issues most likely to cause disputes.
Who the Firm Serves
As a South Florida transaction structuring law firm, McArdle Franco represents:
- Foreign individuals and family offices investing in South Florida
- Foreign corporations establishing or expanding U.S. operations
- Domestic businesses partnering with foreign investors
- Developers raising capital from international investors
- Sellers and buyers in transactions involving foreign parties
- Lenders and borrowers in cross-border financing
Frequently Asked Questions
Do foreign investors pay U.S. estate tax on Florida property?
Nonresident aliens may be subject to U.S. estate tax on U.S.-situs assets, including Florida real estate, with an exemption of only $60,000 unless a treaty applies. Ownership structure can significantly affect this exposure.
What is FIRPTA withholding?
When a foreign person sells a U.S. real property interest, the buyer generally must withhold 15 percent of the gross sales price and remit it to the IRS, subject to limited exceptions and reductions through a withholding certificate.
Can a foreign buyer purchase property near a military base in Florida?
Persons domiciled in designated foreign countries of concern are generally restricted from acquiring property within 10 miles of military installations or critical infrastructure under Florida’s 2023 law. Buyers from other countries are not subject to those state restrictions but may still face federal CFIUS review in some cases.
Do foreign companies have to file beneficial ownership reports?
Under FinCEN’s March 2025 interim final rule, foreign companies registered to do business in the United States generally remain subject to beneficial ownership reporting, while domestic companies are exempt.
Should a foreign investor buy U.S. property in an LLC?
An LLC provides liability protection, but its tax classification and ownership determine estate tax and income tax consequences. The right structure depends on the investor’s home country, goals, and treaty status.
How are disputes with foreign partners resolved?
Cross-border joint venture agreements commonly provide for international arbitration with a neutral seat, rules, and language, which can make enforcement easier across jurisdictions.
Key Takeaways
- Plan the ownership structure before signing a contract.
- Nonresident aliens face U.S. estate tax with only a $60,000 exemption.
- FIRPTA requires withholding of up to 15 percent on sales by foreign persons.
- Florida restricts land purchases by persons tied to designated foreign countries of concern.
- Cross-border joint ventures need clear governing law, currency, and dispute resolution terms.
About McArdle Franco PLLC
McArdle Franco PLLC is a Coral Gables law firm established in 2002 that counsels and represents businesses throughout Florida, across the nation, and internationally in transaction structuring, business structuring, real estate, land development and construction, and business litigation. The firm’s attorneys bring decades of combined legal experience and business backgrounds to multi-million-dollar transactions, including real estate purchases and sales, construction and development contracts, financing, mergers and acquisitions, government procurement, joint ventures, supplier and vendor agreements, cross-border transactions, and public-private partnerships. The firm was named a Tier 2 firm in Miami for Litigation – Construction in the 2026 edition of Best Law Firms® and was ranked in Chambers USA 2025 for Litigation: General Commercial in Florida.
Contact McArdle Franco PLLC
Address: 255 Alhambra Circle, Suite 925, Coral Gables, FL 33134
Phone: (305) 442-2214
Website: mcardlefranco.com
This release provides general information and is not legal advice. Consult a qualified attorney about your specific situation.
Sources and Further Reading
- Foreign Investment in Real Property Tax Act, Internal Revenue Code Section 1445 – Internal Revenue Service
- Estate Tax for Nonresidents Not Citizens of the United States – Internal Revenue Service
- Conveyances to Foreign Entities, Sections 692.201–692.205, Florida Statutes (SB 264, 2023) – Florida Legislature
- Committee on Foreign Investment in the United States, Real Estate Regulations (31 C.F.R. Part 802) – U.S. Department of the Treasury
- Geographic Targeting Orders for Real Estate – Financial Crimes Enforcement Network
- Residential Real Estate Reporting Rule (2024) – Financial Crimes Enforcement Network
- Beneficial Ownership Information Reporting Interim Final Rule (March 2025) – Financial Crimes Enforcement Network
- United States Income Tax Treaties – Internal Revenue Service
- Transaction Structuring Practice – McArdle Franco PLLC
- Best Law Firms 2026 and Chambers USA 2025 Rankings – McArdle Franco PLLC Press Release
