Miami's position as the primary U.S. gateway for Latin American trade shapes its acquisition market in ways most buyers do not anticipate: import-export businesses, freight forwarders, customs brokerages, and trade-adjacent logistics operations make up a meaningful share of local deal flow, alongside a hospitality sector where restaurant and hotel acquisitions frequently carry liquor license transfer requirements through Florida's Division of Alcoholic Beverages and Tobacco. A freight forwarder or customs brokerage acquisition can involve federal licensing considerations through the Federal Maritime Commission or U.S. Customs and Border Protection that have nothing to do with the SBA loan itself but still have to be sequenced against the closing. Florida's noncompete statute works in the buyer's favor here: Florida courts are generally required to construe restrictive covenants in favor of protecting the legitimate business interest they were written to protect, a meaningfully more buyer-friendly standard than many states. Import-export and hospitality deals in Miami also tend to run larger, given real estate and inventory-heavy asset bases, which means Florida's documentary stamp tax on the loan notes becomes a bigger line item to budget for than buyers expect. Our Managing Partner personally handles every Miami engagement, coordinating trade and hospitality licensing issues alongside your SBA lender's closing counsel.
A structured, methodical approach to sba business acquisition law
1
SBA Deal and Eligibility Review
We review the target business, your SBA pre-qualification, and the lender's proposed terms to confirm the deal structure your lender will actually approve before you commit to an LOI.
2
Due Diligence and Successor Liability Review
Alex leads due diligence personally, including successor liability exposure and license transfer requirements for regulated trades like HVAC and home health.
3
Purchase Agreement and Lender Coordination
We draft and negotiate the asset purchase agreement while coordinating directly with your SBA lender's closing counsel on loan authorization language.
4
Standby Agreement and Closing Document Set
We draft the standby agreement for any seller note, confirm personal guarantee and life insurance assignment documents, and manage the full closing document set your lender requires.
5
Closing and Post-Closing Support
We coordinate signing across buyer, seller, and lender, and assist with post-closing license transfer, successor liability matters, and equity injection documentation as needed.
We don't take every matter. Here is what happens when you reach out.
1
Personal Review (Within 24 Hours)
Alex reviews your transaction details personally. No intake coordinators, no junior associates screening your submission.
2
Fit Assessment
We evaluate whether your deal aligns with our practice. Not every matter is a fit, and we will tell you directly if it is not.
3
Initial Conversation
If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.
4
Clear Engagement Terms
Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.
Request Your Miami Engagement Assessment
Alex Lubyansky handles every sba business acquisition law engagement personally.
15+ years of M&A experience. Nationwide. One attorney on every deal.
Request Engagement Assessment
Alex reviews each inquiry personally. If there is alignment, you will hear back within one business day.
Submission Received
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Questions to Ask Any M&A Attorney Before Hiring
Use these before you call any firm, including ours.
1. "Who will actually handle my transaction?"
At many firms, a partner sells the work and a junior associate does it. Ask for the name of the attorney who will draft and negotiate your documents.
2. "How many M&A transactions has the lead attorney closed in the past 12 months?"
Volume indicates current, active deal experience, not just credentials from years ago.
3. "What is your experience with my deal size and industry?"
A $500K SBA acquisition and a $50M PE deal require different skill sets. Make sure the attorney has handled transactions similar to yours.
4. "Will you coordinate with my CPA, financial advisor, and broker?"
M&A transactions require a team. Your attorney should work with your other advisors, not in a silo.
5. "How do you handle post-closing disputes?"
Reps, warranties, and indemnification claims surface months after closing. Ask whether the firm handles post-closing litigation or refers it out.
6. "What is your fee structure, and what drives cost?"
Ask how the engagement is scoped, what is included, and what factors drive cost increases. Defined scope with a retainer gives the clearest cost picture.
Frequently Asked Questions
Common questions from Miami clients
What licensing issues come with acquiring an import-export or freight forwarding business in Miami?
Depending on the specific services the business provides, it may operate under a freight forwarder or non-vessel-operating common carrier license through the Federal Maritime Commission, a customs broker license through U.S. Customs and Border Protection, or both. These are federal licenses generally tied to the licensed individual or entity, and transfer or requalification requirements run on a federal timeline separate from your SBA loan approval. We identify which federal licenses apply to the specific target early in the engagement and build the transfer or requalification timeline into the overall closing schedule.
How does Florida's noncompete law help protect the goodwill I'm buying?
Florida Statute 542.335 directs courts to construe restrictive covenants in favor of protecting a party's legitimate business interest, which includes customer relationships, goodwill, and confidential business information, rather than favoring the restricted party by default as some states' courts do. This does not mean any noncompete will be enforced regardless of scope, the covenant still needs to be reasonably limited in time and area and tied to a legitimate interest, but Florida's framework generally gives buyers more confidence that a properly drafted covenant will hold up if challenged.
Why is Florida's documentary stamp tax a bigger issue on Miami deals specifically?
Florida imposes a documentary stamp tax on promissory notes, applying to both the SBA loan note and any seller note based on the note amount. Because import-export and hospitality acquisitions in Miami frequently carry larger loan amounts, driven by real estate, equipment, and inventory-heavy asset bases relative to a typical service business, the documentary stamp tax translates into a meaningfully larger dollar figure than buyers acquiring smaller service businesses elsewhere in Florida might expect. We confirm the projected doc stamp cost against your anticipated loan amount early so it is built into your closing cost budget rather than surfacing as a surprise on the closing statement.
Do you handle SBA-financed business acquisitions?
Yes. We represent buyers purchasing businesses with SBA 7(a) financing, from LOI through closing, coordinating directly with your lender's closing counsel on the purchase agreement, standby agreement, and loan authorization requirements.
What does an SBA acquisition attorney do differently from a general M&A attorney?
An SBA-financed acquisition has a lender in the transaction with its own closing requirements: loan authorization language, a standby agreement for any seller note, personal guarantee and life insurance assignment documentation, and confirmation of the buyer's equity injection. We draft the purchase agreement to satisfy the lender's closing counsel the first time, not after a round of corrections.
How much does legal representation run for an SBA-financed acquisition, and can you work to a not-to-exceed budget?
Fees scale with deal complexity: entity structure, due diligence scope, licensing or successor liability issues, and the closing document set all factor in. For a defined scope, LOI through closing, we can discuss a not-to-exceed budget on a consultation once we understand your deal specifics.
What about successor liability and license transfer for licensed trades like HVAC or home health?
Licenses for regulated trades are typically tied to an individual or entity, not automatically transferred with the sale. We confirm the license transfer path for your target industry and review the seller's prior compliance and warranty history for successor liability exposure before the purchase agreement is finalized.
Is this the same as an SBA loan default or workout attorney?
No. We represent buyers acquiring a business with SBA 7(a) financing, from the letter of intent through closing. We do not handle SBA loan default, workout, or offer-in-compromise matters.
What can I expect during an initial consultation in Miami?
During your confidential initial consultation in Miami, we'll discuss your sba business acquisition law needs, review your current situation, assess potential challenges specific to Florida, and outline a clear path forward. We'll explain our process, answer your questions, and determine if we're the right fit for your needs.
Do you work with companies outside of Miami?
Yes, we represent clients nationwide while maintaining a strong presence in Miami. Our managing partner handles sba business acquisition law matters across all 50 states, coordinating with local counsel where state-specific requirements apply.
Need Specific Guidance?
Submit your transaction details for a preliminary assessment by our managing partner
Miami has emerged as a major M&A hub driven by the influx of financial services firms, tech companies, and hedge funds relocating from the Northeast. The city's position as a gateway to Latin America creates unique cross-border deal flow in import/export, hospitality, and real estate services. South Florida's rapid population growth is fueling acquisitions in healthcare, insurance, and home services.
Top M&A Sectors in Miami
Financial Services
Hospitality & Tourism
Healthcare
Real Estate Services
International Trade
Deal Environment
Miami's booming economy has attracted significant PE capital, creating competitive dynamics for quality targets in healthcare and technology. Cross-border transactions require counsel experienced in both US deal structures and Latin American business customs.
Why Acquire in Miami
Florida's explosive population growth (adding 1,000+ residents per day) creates organic revenue growth for acquired businesses, making South Florida targets particularly attractive to growth-oriented acquirers.
Florida Legal Considerations
Florida enforces non-compete agreements more broadly than most states, with courts applying a 'reasonableness' standard that generally favors enforcement - this gives buyers stronger tools to protect acquired business value through employee retention.
Why Miami Clients Work With Us
We understand Miami's unique position as a gateway to Latin American markets and provide specialized guidance for cross-border transactions and international offerings.
Miami M&A Market Insight
Miami's role as the leading U.S. gateway for trade with Latin America and the Caribbean produces a distinctive acquisition profile: freight forwarders, customs brokerages, and import-export distribution businesses see steady SBA-financed deal flow alongside the metro's substantial hospitality sector, restaurants, hotels, and event venues built around Miami's tourism economy. Trade-adjacent acquisitions can carry federal licensing considerations, a freight forwarder or non-vessel-operating common carrier license through the Federal Maritime Commission, or customs broker licensing through U.S. Customs and Border Protection, that operate on their own timeline separate from the SBA loan process but need to be accounted for in the closing schedule. Hospitality acquisitions carry their own licensing layer: a restaurant or bar's liquor license typically requires transfer approval through Florida's Division of Alcoholic Beverages and Tobacco, and in some Florida counties liquor licenses are subject to a quota system that can materially affect the deal if the existing license cannot simply be reissued to the new owner. On the restrictive covenant side, Florida's noncompete statute is notably favorable to the party enforcing it: Florida courts are generally directed to construe covenants in favor of protecting a legitimate business interest, including customer relationships and goodwill, rather than favoring the restricted party as some states do. Miami's import-export and hospitality deals also tend to carry larger purchase prices given real estate and inventory-heavy balance sheets, and Florida's documentary stamp tax on the SBA loan note and any seller note scales directly with loan size, making it a materially larger closing cost line item on these deals than on a smaller service business acquisition elsewhere in the state.
Common Deal Scenarios in Miami
1
Freight Forwarder or Customs Brokerage Acquisition
Acquiring an import-export, freight forwarding, or customs brokerage business built around Miami's trade economy. We coordinate federal licensing considerations, Federal Maritime Commission or CBP customs broker license transfer, alongside the SBA closing timeline.
2
Restaurant, Hotel, or Hospitality Business Purchase with Liquor License Transfer
Acquiring a restaurant, hotel, or hospitality business in Miami requiring liquor license transfer through Florida's Division of Alcoholic Beverages and Tobacco. We sequence the license transfer and, where applicable, quota system considerations against the lender's closing schedule.
3
Larger SBA-Financed Deal with Real Estate or Inventory-Heavy Assets
Structuring a larger SBA-financed acquisition common in Miami's import-export and hospitality sectors, where real estate or inventory-heavy assets increase both the loan amount and the documentary stamp tax exposure. We confirm the doc stamp cost early so it is budgeted into closing costs rather than discovered on the closing statement.
Why Miami for M&A
Miami's trade and hospitality-driven economy produces SBA acquisition targets with federal licensing considerations, freight forwarder and customs broker licensing chief among them, and Florida liquor license transfer requirements for hospitality businesses, layered on top of the standard SBA closing process. Florida's noncompete statute works in the buyer's favor when protecting acquired goodwill, and the state's documentary stamp tax deserves early attention given the larger loan amounts common to Miami's import-export and hospitality deals. Buyers who address licensing and closing cost budgeting early close without last-minute surprises.
Local Market Context
Miami M&A Market
Miami-Fort Lauderdale-Pompano Beach, FL MSA · MSA population 6.7M
MSA Population (2024)
6.7M
U.S. Census Bureau
Top Industry Concentration
1 international finance and banking
2 real estate and construction
3 trade and logistics
Miami has emerged as a significant M&A hub due to its position as the gateway for Latin American capital and a growing technology and finance migration destination. Cross-border M&A involving Latin American buyers and US targets, or US buyers acquiring Latin American businesses, is a distinguishing characteristic of Miami deal activity. The metro has also attracted hedge funds and private equity firms relocating from New York, adding deal-making capacity.
Major Miami Employers and Deal Anchors
Carnival Corporation
World Fuel Services
Lennar
Baptist Health South Florida
Citadel (relocated HQ)
Hemisphere Media Group
Transit and Logistics
Miami International Airport is the top US airport for international freight by value. Port of Miami and Port Everglades are major container and cruise ports. The metro is the principal US-Latin America trade gateway.
Recent Miami Deal Signal (2024-2025)
Private equity firms that relocated to Miami from New York completed notable portfolio company acquisitions in 2024, while cross-border M&A involving Latin American targets continued at an elevated pace driven by favorable USD exchange rates and regional growth.
Local Regulatory Notes for SBA Business Acquisition Law
Florida Office of Financial Regulation (OFR) handles securities oversight. Florida has no state income tax, which is a deal-structuring consideration for asset versus stock sale elections.
Florida Legal Considerations for SBA Business Acquisition Law
Non-Compete Laws
Strongly enforced under statutory framework (Section 542.335). Hardship to employee not considered.
Filing Requirements
Entity mergers, conversions, and dissolutions require filing with the Florida Division of Corporations (Sunbiz). Bulk asset purchasers must obtain a clearance letter from the Department of Revenue. Professional license transfers require separate filings with the Department of Business and Professional Regulation.
Key Florida Considerations
Florida's non-compete statute expressly prohibits courts from considering the hardship to the restricted party, making it one of the most employer-friendly non-compete regimes in the country
Florida has no personal income tax, which significantly affects deal structure and makes pass-through entity acquisitions (S-corps, LLCs) particularly tax-efficient for Florida-resident buyers
Florida's homestead exemption (unlimited value, subject to acreage limits) can complicate personal guarantees and indemnification provisions in acquisition agreements involving individual sellers
Florida Bar Authority
The Florida Bar (mandatory unified bar). Unified/integrated bar. Membership required to practice law in Florida.
Federal districts: N.D. Fla., M.D. Fla., S.D. Fla.
Business court: Florida Circuit Court Business Courts (multiple counties) (established 2003) Specialized business court divisions operate in Miami-Dade, Broward, Palm Beach, Hillsborough (Tampa), and Orange (Orlando) counties. Florida Statute sec. 542.335 governs restrictive covenants and is nationally notable for its pro-enforcement stance.
Florida M&A Market Context
Florida is a major lower-middle-market M&A state, with Miami as an international deal-flow hub and Tampa-Orlando as domestic healthcare and distribution transaction centers.
Watchpoints
Common Miami SBA Business Acquisition Law Pitfalls
These are the items we see derail sba business acquisition law transactions in the Miami market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
1
Florida non-compete enforcement and earn-out exposure
State legal framework
Strongly enforced under statutory framework (Section 542.335). Hardship to employee not considered.
"The most expensive deals aren't the ones with high price tags. They're the ones where buyers skipped the 90-minute assessment because they fell in love with the highlight reel."
2
Miami local regulatory exposure
Local regulatory
Florida Office of Financial Regulation (OFR) handles securities oversight. Florida has no state income tax, which is a deal-structuring consideration for asset versus stock sale elections.
3
Florida regulatory framework attorneys flag at LOI
State statute
Securities regulated by Florida Office of Financial Regulation (flofr.gov). Florida follows a comprehensive securities act; Blue Sky notice filings required for Reg D. Florida is a significant enforcement state for unregistered offerings.
Guides and Resources
In-depth guides to help you prepare for your transaction
Attorney perspective on sba acquisition attorney matters in Miami
"A bigger loan doesn't just mean a bigger number to fund. It means every fee tied to that number gets bigger too."
Alex Lubyansky, Senior Counsel
On why documentary stamp tax and other loan-scaled closing costs deserve early budget attention on larger SBA-financed deals (LinkedIn, Every Fee Scales With the Loan)
15+ years of M&A and securities transaction experience·Senior counsel on every engagement·Admitted in Michigan, practicing nationwide