
FIRPTA at the Florida Closing Table: the Non-Foreign Certificate Every Buyer Demands
Every Florida closing set includes a FIRPTA non-foreign certificate — section 1445 makes the buyer liable for 15% withholding if the seller is foreign.
AS SEEN ON
John Montague is a venture capital and technology attorney who advises founders, investors, and high-growth companies operating in emerging and transformative markets. Through Montague Law, John structures financings, governance systems, cross-border entities, and commercialization strategies for startups and investment platforms at the forefront of artificial intelligence, digital assets, blockchain infrastructure, and other next-generation industries.
His practice combines sophisticated transactional counsel with a deep understanding of evolving markets and innovative business models. John advises clients on venture financings, investor alignment, corporate governance, token and digital-asset frameworks, IP strategy, regulatory positioning, and scalable legal structures that support growth in complex and fast-moving sectors. He is particularly focused on helping clients navigate the legal and strategic challenges that arise at the intersection of innovation, capital formation, and global market expansion.
Before founding Montague Law, John practiced at Troutman Pepper Locke, where he focused on venture capital, private equity, and complex transactional matters. He brings more than a decade of experience advising on transformative financings, digital-asset structures, technology commercialization, and growth-stage corporate development.
John is based in Amelia Island, Florida, and represents clients across the United States and internationally.
At Montague Law, we have over a decade of experience providing regulatory and securities compliance to high-growth companies. Whether you are startup, a Web3 company or protocol, or have assets you are looking to protect, let the experienced attorneys at Montague Law guide you in your ventures.
30 big-law quality startup and business formation documents — from incorporation to investor agreements — free to download and customize.
BROWSE FORMS
Every Florida closing set includes a FIRPTA non-foreign certificate — section 1445 makes the buyer liable for 15% withholding if the seller is foreign.

Florida limited partners get appraisal rights in mergers and conversions under 620.2114, but the partnership agreement can modify or eliminate them entirely.

Rollover equity and seller notes in a Florida deal are securities. The 2024 rewrite of Ch. 517 changed which exemptions apply and added a bad actor rule.
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