A LatAm Fintech's Guide to Florida and the US Market

This week, I spoke at the Miami Fintech Week kick-off, at the Beacon Council, in front of twenty C-level executives from banks and fintechs across Latin America. Argentina, Chile, Colombia, Uruguay, Paraguay. Serious people. Scaled companies. All of them thinking about the same thing: the United States.

What I noticed in that room and in my practice generally is that most LatAm companies arrive at this decision with a clear product vision and a vague legal strategy. That combination tends to be costly. Not because the law is impossibly hard, but because there are a handful of structural decisions that need to be made early and made correctly, and most founders get at least one of them wrong.

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GET YOUR OWN LICENSE, OR BORROW SOMEONE ELSE’S?

If your company moves money in the U.S., you need regulatory authorization. That’s not negotiable. What is negotiable is how you get it. Florida is one of the better entry points because the regulator is accessible and the process is straightforward compared to New York or California.

There is no national money transmitter license, so you have to apply state by state. Florida alone will run you $10,000 to $50,000 in legal and compliance fees depending on the complexity of your application. To operate nationally, you’re looking at $250,000 to $350,000 in direct filing fees, bonds, and registered agent costs. This number will be closer to $1 to $3 million once you layer in legal counsel, compliance infrastructure, and internal staff time. Add 12 to 18 months of process before you can legally do anything. It’s a lot, but the upside is that at the end of the process, the license belongs to you.

The alternative is Banking as a Service (BaaS). You partner with a licensed U.S. bank and platforms like Unit, Synctera, or Treasury Prime sit in the middle and make it work. Setup costs are $5,000 to $20,000 and you can usually be live in weeks. You pay per transaction, typically 10 to 30 basis points, and you add your own compliance costs on top of that.

There is a risk to BaaS that is real and worth saying plainly: if the bank decides your risk profile has shifted, or if they run into their own regulatory problems, they can terminate the relationship. Your product goes dark. This has happened to real companies. It is not a theoretical risk.

The math for most of our clients tips toward BaaS until they hit around $5 to $10 million in annual transaction volume. Most companies start with BaaS and plan to license later. It’s like a startup that integrates third-party software while developing its own internally over time. It can totally work, but you have to plan for it and be organized.

Another good reason to choose BaaS is national reach. A Florida MTL only covers Florida. This means that if you want to transmit payments to Texas, New York, California or any other state, you will need separate applications, separate regulators, separate timelines. BaaS gives you access to national banking infrastructure from day one.

There is also more to consider beyond the MTL. Depending on your model, you will have other things to think about. Aggregate merchants under a master Visa or Mastercard account and you need a PayFac registration with the card networks. Extend credit to Florida borrowers and you need a separate lending license. Touch crypto and there are virtual currency provisions on top of that. Sell technology into Florida banks and your clients will require SOC 2 Type II certification before they sign anything. It’s not a government license. It functions like one.

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THE STRUCTURE CONVERSATION YOU NEED TO HAVE BEFORE YOU TALK TO INVESTORS

For any LatAm company planning to raise from U.S. investors, the expected structure is a Delaware C-corp. Not because it’s legally required. It is because the U.S. venture ecosystem is built around it. Standardized documents, familiar terms, no friction. Show up incorporated in Florida or Wyoming and the investor might say yes to your business and then ask you to reorganize before they sign. This happens all the time. That process, mid-round, is slow and expensive and occasionally kills the deal.

The typical architecture for a LatAm fintech in the U.S. is a Delaware C-corp at the top serving as the HoldCo, a Florida LLC as the operating entity if you have employees or a physical presence here, and existing LatAm entities as subsidiaries below.

The IP sits in the Delaware HoldCo because that is where the investors are, and they will want the IP to be in the same entity they own equity in. The Florida entity uses the IP under an intercompany license from the HoldCo. It’s a simple document and you shouldn’t skip it because it always surfaces in due diligence.

Clean cap table from the start. IP formally assigned to the company by every founder. Employment agreements in order in every jurisdiction where you have people. These things sound obvious. They’re not when you’re under pressure.

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THERE’S NO FEDERAL PRIVACY LAW

This surprises founders from Europe and Latin America, where you have a single framework — GDPR in the EU or LGPD in Brazil. In the U.S. there’s a patchwork of state laws that apply based on where your users are, not where you’re incorporated.

The CCPA in California is the most demanding, though for most early-stage companies the threshold is high enough that it won’t apply immediately. Still worth knowing it’s coming. FIPA covers Florida. Gramm-Leach-Bliley adds a federal layer for anyone handling financial data. If you are generally GDPR compliant, you are usually mostly compliant in most jurisdictions. It’s a good start.

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WHAT INVESTORS ACTUALLY LOOK AT BEFORE THEY SIGN

Five things: corporate structure, cap table, IP ownership, employment agreements, litigation exposure. In that order, roughly.

The instrument at seed stage is almost always a SAFE. Convertible notes do similar work with slightly more structure. Series A is where the full preferred stock documentation enters the picture.

The pattern I see most often: a founder has a great meeting, the investor is genuinely interested, due diligence opens, and structural problems appear that would have cost almost nothing to fix six months earlier. Now they cost time, money, and sometimes the deal itself.

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ONE MORE THING FOR COMPANIES WITH MOST OF THEIR BUSINESS STILL IN LATAM

If you’re an established company expanding northward rather than building a U.S.-first business, the well known Cayman Sandwich is a more sophisticated structure that can work for a fintech under certain circumstances. A Cayman HoldCo sitting above the entire structure captures your international revenue in a tax-neutral jurisdiction while your U.S. subsidiary only pays U.S. tax on U.S.-source income. For companies generating most of their revenue in LatAm, this can produce real tax efficiency.

However, the tension for regulated fintech companies is that U.S. financial regulators look through corporate structures when they license you. A Cayman layer doesn’t disqualify you, but it triggers additional beneficial ownership disclosures and can slow the licensing process. For pure technology or B2B companies without regulated financial activity in the U.S., it’s worth the conversation. For companies that need a U.S. license quickly, the Delaware-direct path is cleaner.

I like to joke that the best thing about Miami is that it's so close to the United States. It's also true. Miami is a Latin American city with the added benefit of infrastructure, banks, investors, and bilingual talent. Plus, regulatory environment is more accessible than New York or California. If you are going to enter the U.S. market, Miami is a good place to start.

That said, being close to the market isn't the same as being ready for it. The licensing decision, the corporate structure, the privacy framework, the fundraising readiness are all important. Founders who get these right do it on purpose, before a round or a licensing application forces their hand.

Get the structure right first. Everything else gets easier.

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Pedro Menocal is an equity partner at PAG Law, a Miami-based corporate and transactional law firm focused on M&A, venture capital, fund formation, and cross-border Latin American transactions. PAG Law is also behind Grow (www.higrow.ai), a legal platform that helps LatAm founders become U.S.-ready, fast.

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