Economy
H&A - Cryptocurrency Business Destinations in the US
Venture Capital
Cross-border counsel for U.S. persons managing global exposure,
estate complexity, and tax alignment.
We advise U.S. persons with dual citizenship on structuring wealth, investments,
and compliance across borders—where two sovereign systems meet,
we deliver one coordinated strategy.
Fundraising & Investment Structuring
We advise founders and investors on structuring capital raises that stand up to scrutiny and scale with ambition.
- Drafting and negotiating including SAFEs, convertible notes, transactional documents and bespoke equity instruments
- Structuring domestic and offshore investment vehicles tailored to tax and regulatory priorities
- Managing investor-side diligence, corporate governance obligations, and compliance with U.S. and foreign securities laws
Portfolio Company Counsel
We serve as strategic legal advisors to venture-backed companies navigating governance, exits, and capitalization milestones.
- Enforcing investor rights and board-level governance frameworks
- Managing M&A, secondary transactions, and strategic exits
- Restructuring cap tables to support follow-on rounds and clean term sheets
Regulatory Strategy & Compliance
We advise venture-backed companies and funds on navigating overlapping legal regimes with confidence and clarity.
- Compliance with anti-money laundering (AML) laws and evolving Know Your Customer (KYC) standards
- Structuring across jurisdictions to align with U.S. and Latin American financial regulatory regimes
- Manage compliances within LatAm, U.S., and Spain
Exit Strategy Counsel
We guide clients through the legal, tax, and regulatory terrain of venture-backed exits—on their terms.
- IPO-readiness and public listing strategy across U.S. and foreign markets
- Strategic acquisitions, secondary sales, and investor-led exits
- Tax structuring and post-transaction risk mitigation for founders and funds
Our Process
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1. Strategic Intake
We begin with a targeted legal consultation to identify capital objectives, friction points, and jurisdictional constraints.
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2. Deal Architecture
We provide tailored legal solutions for your business within the U.S. and its expansion. We draft and negotiate custom investment instruments including SAFEs, convertible notes, and equity rounds incorporating compliance safeguards at every stage.
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3. Execution & Closing
We oversee the entire execution process—from negotiating the term sheet to finalizing investor documentation—ensuring full compliance with U.S. and local securities regulations, and vice versa, depending on jurisdiction.
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4. Advisory Continuity
Our work doesn’t stop at closing. We stay by your side—supporting governance, handling regulatory filings, and guiding next-stage capital activity as your business continues to grow.
About
Pioneering the Future & Refining Excellence.
Hoyos & Associates is empowering ventures of the innovation economy. H&A deploys a boutique law firm feel with international legal servicing capacity with a client experience tailored for today's world. Positioned across three countries, we serve as a beacon for emerging businesses across the Americas, connecting, bridging the U.S. and Latin America. Our services extend beyond conventional legal counsel, offering strategic legal support from inception to expansion tailored for entrepreneurs, US venture-backed companies, investors, and startups - operating in the US and latin america.
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“We don’t fantasize, we help our clients mastermind and deliver value to the market.”
Mateo Hoyos, Chief Executive Officer & Managing Partner
Cross-border is not our challenge—it’s our playing field.
We counsel at the intersection of U.S., Mexican, and Colombian legal systems. Whether structuring investment vehicles, optimizing tax positions, or managing dual-regulatory exposure, we operate across borders with the fluency of locals and the discipline of international counsel. We don't just bridge jurisdictions—we integrate them.
We act as if your cap table, equity stake, and liability were our own.
Our advice is anchored in alignment—built around the decisions you face, not the hours we bill. Whether guiding founders, investors, or boards, we take on risk like principals, not service providers. This is not legal in abstraction; this is counsel with skin in the game.
Documents don’t close deals—lawyers do.
We run lean, senior-led legal teams built for speed and substance. From SAFEs to SPAs, our clients rely on us to execute transactions where timing, jurisdiction, and precision are non-negotiable. We don’t just paper the deal—we drive it across the finish line.
We treat compliance as strategy—not cleanup.
Our regulatory work begins where others react. From securities filings to FATCA, CRS, AML, and ultimate beneficial ownership (UBO) rules, we guide clients through evolving U.S. and LatAm regimes with jurisdictional fluency and forward positioning. The result: less exposure, more leverage.
Equity is only power if it lasts.
We help founders and investors turn transactional wins into long-term structures—family offices, holding companies, trusts, and intergenerational frameworks. Whether anchoring a U.S. estate plan or safeguarding cross-border equity, we align legal architecture with what comes next.
Mateo Hoyos
The LatAm Opportunity, Not Only Nearshoring
We are uniquely positioned to counsel on the opportunities in LatAm.
FAQs
Q: What are the basic initial tax obligations (e.g., obtaining tax identification numbers) when setting up a company?
A: It depends on the country where the company is incorporated. In Colombia, the initial steps include obtaining the RUT and NIT from the DIAN, registering for VAT (IVA) and municipal industry and commerce tax (ICA) if applicable, and evaluating whether the company must act as a withholding agent. Additionally, the company must implement electronic invoicing, maintain accounting in accordance with IFRS, and register its official books with the Chamber of Commerce.
In the United States, it is essential to obtain an EIN from the IRS and, depending on the state, register for state and local taxes, such as sales tax, payroll tax, and income tax. Companies must also choose a fiscal year and an accounting method, prepare for estimated tax payments, and comply with payroll tax obligations if they have employees.
In both countries, the chosen legal structure directly impacts the applicable tax regime. Therefore, specialized accounting advice is recommended from the outset to avoid costly mistakes and optimize compliance.
Q: How do I raise capital from U.S. or international investors while still living (or starting) outside the U.S.?
Raising capital from U.S. or global investors as a non-U.S. founder is absolutely possible—but doing so successfully requires careful legal and strategic planning. Most U.S. investors expect startups to be structured under a Delaware C-Corporation, which offers familiar governance rules, tax treatment, and investor protections. If your startup is incorporated abroad, this often means setting up a “flip” structure to establish a U.S. parent company.Key legal considerations include:Corporate structuring: Choosing the right entity (usually a Delaware C-Corp) and implementing a clear cap table.Securities compliance: Ensuring all investor outreach and fundraising efforts comply with U.S. (and local) securities laws.Cross-border tax planning: Minimizing tax exposure and avoiding pitfalls like double taxation or transfer pricing issues.At Hoyos & Associates P.C., we specialize in helping international founders structure their companies and fundraising efforts to meet U.S. investor expectations while staying compliant with both local and U.S. regulations.
Q: How do I become a global operator without making mistakes I don’t even know exist?
Expanding globally, or starting up with a global mindset, brings incredible opportunities and complex risks. The biggest challenge founders face isn’t what they know, but what they don’t know they don’t know. That’s where experienced legal guidance becomes invaluable.Common pitfalls include:Improper corporate governance that limits future investment or acquisition potential.Overlooking IP protections in key markets.Non-compliance with foreign employment, data privacy, or anti-corruption laws.Poor equity planning that results in tax inefficiencies for founders or employees.Becoming a global operator means getting the fundamentals right early: a scalable legal structure, clean documentation, sound hiring practices, and well-defined IP ownership. At Hoyos & Associates P.C., we partner with founders to map out a compliant, growth-oriented path from day one—so you can expand confidently, without surprises.
