At Portalatin Business Law Firm, we draft shareholder agreements for Miami founders who are building companies with co-owners across borders. Since April 2017, our team has helped entrepreneurs structure ownership.
Led by Jessica Portalatin, a Super Lawyers Rising Star since 2022, the firm builds legal foundations before problems arise, not after a partnership starts to fracture.
A shareholder agreement governs who owns what, who decides what, and what happens when someone wants out. It locks in the equity split, sets a vesting schedule, and creates buy-sell provisions so a co-founder’s exit does not put the whole company at risk.
We handle these scenarios as routine work and negotiate every clause in your language before you sign.
Founders structuring ownership value an attorney who teaches, not just drafts.
Clear guidance matters most when deal terms are still being worked out across borders.
That kind of proactive counsel protects founder control before a dispute ever surfaces.
Jessica Portalatin’s Super Lawyers Rising Stars recognition and 4.9 out of 5.0 Martindale-Hubbell peer rating give you independent proof of the attorney behind the work.
Speed and transparency count when you are closing a capital raise on an active timeline.
A shareholder agreement sets the equity ownership percentages, voting thresholds, and also governs dividend policies, and share transfer restrictions, so no one can sell their stake to an outside party without the others agreeing.
When foreign investors or cross-border co-founders are involved, provisions like rights of first refusal, drag-along and tag-along rights, anti-dilution protections, and deadlock mechanisms become the most consequential clauses in the document.
Without an agreement, Florida law fills the gap. The Florida Business Corporation Act, Chapter 607, governs by default, and those defaults rarely match what founders actually intended. That opens the door to unresolved equity disputes, involuntary share transfers, minority shareholder oppression, and deadlocked boards.
According to the Florida Division of Corporations, roughly 2.9 million active business entities were registered in Florida as of 2023, and many operate without formal shareholder protections.
A buy-sell provision decides what happens to an owner’s shares when they leave, and the trigger matters. Common triggers include death, disability, divorce, voluntary departure, bankruptcy, or a breach of the agreement.
Each one needs its own rule, because a co-founder in Bogota exiting voluntarily is a very different event than one who passes away unexpectedly.
Valuation is where deals get tense. You can lock in a fixed price, use a formula tied to revenue or earnings, require a third-party appraisal, or use a shotgun clause where one party names a price and the other chooses to buy or sell at it. Getting this right upfront prevents fights later.
Structure also carries tax weight. A cross-purchase, where owners buy each other out directly, is taxed differently than an entity redemption, where the company buys the shares back. Buyouts are often funded with life insurance so cash is available when a trigger hits.
According to the U.S. Census Bureau’s County Business Patterns data, Miami-Dade County hosts more than 175,000 businesses, making structured exit terms a standard concern here.
Bilingual counsel, not after-the-fact translation
Agreements are negotiated and explained in English or Spanish from the start, so every co-owner understands what they sign. That removes the language ambiguity that fuels disputes between founders in different countries.
Real cross-border experience with Latin American founders
The firm regularly structures ownership across jurisdictions, handling foreign investor equity, and questions a generic template ignores. Your agreement is built to satisfy a future U.S. investor’s due diligence, not just fill a form.
Peer-recognized attorney quality you can verify
Our founder holds Super Lawyers Rising Stars recognition, placing her among the top 2.5% of Florida attorneys, plus a 4.9 out of 5.0 Martindale-Hubbell peer rating. Hundreds of clients back that up with 4.3-plus star reviews.
Proactive drafting that prevents disputes
Vesting schedules, buy-sell provisions, drag-along and tag-along rights, and capital call obligations are drafted to protect founder control before problems arise.
Serving Miami’s active founder market
According to the Florida Division of Corporations, Florida recorded over 560,000 new business entity registrations in 2022. The firm offers flat-fee options to match that demand.
Portalatin Business Law Firm was founded in April 2017 to help entrepreneurs build companies on solid legal ground, not repair them after a dispute. The firm serves founders across Florida with a strong Miami-Dade focus, including many who are co-founding across borders.
According to the U.S. Bureau of Economic Analysis, the Miami-Fort Lauderdale-Pompano Beach metro area recorded a GDP exceeding $196 billion in 2022. These agreements have to hold up in that market.
1. Initial Meeting
We start by understanding your business: how many shareholders, the equity split you have agreed to, and where each party is based. This is where we flag cross-border issues early.
2. Entity and Ownership Review
We review your articles of incorporation, existing bylaws, and cap table to confirm what already exists and what is missing. This confirms your ownership structure holds up before anyone signs.
3. Agreement Drafting or Review
We tailor every provision to your situation: vesting schedules, buy-sell clauses, drag-along and tag-along rights, capital call obligations, and founder control. No generic templates.
4. Negotiation Support
When co-founders disagree on terms, we work through the conversation and translate deal points into enforceable language everyone understands in their own language.
5. Finalization and Execution
We handle proper signing formalities under Florida law so the agreement is valid and binding.
6. Ongoing Legal Partnership
As you add shareholders or terms change, we update the agreement to keep it current.
Bylaws govern how the corporation operates internally but do not protect individual owners the way a shareholder agreement does. Although not required by Florida law, a shareholder’s agreement provides great protection for the owners of the corporation.
Cost depends on the complexity of the terms. We offer flat-fee options for many agreements so you know the price before work begins.
In most cases, yes. Florida law provides default rules for voting and share transfers, but a properly drafted shareholder agreement can replace many of those defaults with terms you actually negotiated.
A right of first refusal means that before any owner can sell shares to an outsider, the existing owners get the chance to buy them first on the same terms. It keeps unwanted third parties out of your cap table.
Drag-along rights let majority owners require minority owners to join a sale, so one holdout cannot block a good exit. Tag-along rights let minority owners join a sale on the same terms the majority gets, so they are not left behind.
Yes. Foreign nationals can own shares in a Florida corporation, and this is common with co-founders and angel investors based in Latin America. The structuring questions around jurisdiction, enforcement, tax treatment, and currency are where experienced counsel matters.
Yes. Terms agreed verbally or over WhatsApp are not enforceable until they are drafted into precise provisions, and small wording gaps cause expensive disputes later. What you sign is what you are bound by.
A deadlock provision defines what happens when owners cannot agree on a major decision, such as a 50/50 split with no tiebreaker. It can set up mediation, a buyout, or another resolution path so the business does not freeze.
A verbal 60/40 split, a vesting plan discussed over WhatsApp, and a foreign investor ready to wire funds is not an agreement. It is exposure. Until the ownership split, vesting schedule, buy-sell provisions, and founder control are written into an enforceable shareholder agreement, your equity is only as safe as everyone’s memory of the conversation.
Portalatin Business Law Firm handles cross-border co-founder and foreign investor scenarios as routine work, not exceptions. Every agreement is negotiated and reviewed so no co-owner signs something they do not fully understand.
Schedule your consultation before the money moves and the terms harden. With Offices in Orlando and Miami, we can provide flat-fee options up front so you know the cost before you commit.
