Cryptocurrency and Blockchain Law for Startups, Investors, and Miners - Florida Crypto Attorney Guide

by Florida Crypto Attorney Carolina Nunez, Esq.

Cryptocurrencies such as Bitcoin, Ether, Litecoin and stablecoins are traded on online exchanges, used for payments, and leveraged in decentralized finance (DeFi) platforms.

With new tech, complex legal questions become uncertain. Governments are still refining the regulatory framework for digital assets, and the legal status of certain tokens remains unsettled. Investors and entrepreneurs must navigate a mix of state, federal and international laws touching on securities, commodities, tax and consumer protection regimes.

Even tax authorities view virtual currency differently: the Internal Revenue Service (IRS) has made clear that bitcoins and other virtual currencies should be treated as property, not currency, meaning general tax principles apply.

Why Hiring a Specialized Crypto Attorney Matters

Digital assets blur the lines between currency, property, and securities. The Securities Exchange Commission, the Commodity Futures Trading Commission (CFTC), and the Financial Crimes Enforcement Network (FinCEN) regularly issue new guidance, and failure to register an offering or comply with anti-fraud rules can lead to significant penalties.

The IRS treats cryptocurrencies as property for tax purposes and have aggressively enforced reporting requirements.

Anti-money-laundering (AML) rules and know-your-customer (KYC) obligations apply to exchanges and money services businesses, and each state has its own money transmitter licensing regime.

Under FinCEN's interpretive guidance, users who obtain convertible virtual currency to purchase goods or services are not Money Service Businesses (MSBs), but administrators and exchangers are considered money transmitters subject to registration, reporting and recordkeeping requirements.

Without strategic legal advice, well-intentioned founders can inadvertently violate the law.

On the other side of the coin are those who have been harmed by fraudulent or negligent actors. Cryptocurrency Ponzi schemes, market manipulation, SIM-swap hacks, and platform failures have cost investors and consumers billions.

In its 2023 Cryptocurrency Fraud Report, the FBI reported that losses related to cryptocurrency fraud totaled more than $5.6 billion in 2023 - a 45% increase over 2022 - and that the number of complaints reached 69,000. Investment scams accounted for $3.9 billion of these losses, illustrating how criminals exploit digital assets to lure victims.

Legal Steps to Take as a Crypto or Blockchain Business

Crypto and blockchain businesses need solid legal structure.

• Entity Formation & Governance: Form corporations or LLCs for blockchain, NFT, or DeFi projects. Draft bylaws, operating agreements, and smart-contract frameworks that align with federal and state law.

  
  

• Token & Fund Offerings: Structure ICOs, STOs, DAOs, and crypto investment funds under Regulation D, Regulation S, or Regulation A+ exemptions.

  
  

• NFT & IP Agreements: Create NFT licensing contracts, user terms, privacy policies, and IP protections for artists, developers, and brands.

  
  

• Commercial Transactions: Negotiate service and vendor contracts for mining equipment, payment processors, and crypto-based commerce.

• Tax and Regulatory Planning: Coordinate entity structure and transactions to optimize tax treatment for digital assets while maintaining compliance with IRS and FinCEN guidance.

How Founders Can Protect Themselves

1. Adopt legal protections early.

• Get professionally reviewed contracts, secure IP assignments, have strong Terms of Service, and implement privacy policy policies that match your actual data.

• In your contracts, every contributor, human or AI, should be covered by clear assignment language.

2. Have a solid Operating Agreement and Bylaws.

• Clearly define founder equity, voting rights, and responsibilities to prevent future conflicts.

Those unfamiliar with dev are eager to make a quick buck with no-code app. Even without a breach, SaaS and app startups face serious legal exposure if they cut corners. For teams, that means enforcing permissions, backups, and audit trails isn’t optional - its compliance.

How Founders Can Protect Themselves Through Legal Structuring

Digital-asset enterprises require careful legal structuring. We provide:

Entity Formation & Governance: Establishing corporate entities for blockchain projects, NFT marketplaces, or cryptomining ventures, including bylaws, operating agreements, and smart-contract frameworks.

Token & Fund Offerings: Structuring and documenting ICOs, STOs, DAO launches, and crypto investment funds.

IP Agreements:  Drafting development and licensing contracts, user terms, and privacy policies.

Commercial Transactions: Negotiating service and vendor agreements for mining hardware, payment processing, and supply-chain tokenization.

The Importance of Hiring the Right Attorney

Building a SaaS or other tech startup is more than coding — it’s about setting up a legally sound foundation. By securing your entity, protecting your IP, complying with privacy rules, and preparing for investors, you’ll position your company for growth and avoid expensive mistakes.

If you’re a Florida founder looking to launch or scale your SaaS business, The Law Offices of Carolina Nunez, P.A. can help with entity formation, IP protection, contracts, and compliance.  

We are conveniently located in Winter Park near Orlando. ​We offer both online and in-person appointments.​

Save Time and Stress – If you don't like the phone, you can always reach out online with our Online Business and IP Intake Form

If you prefer to call us: (407) 900-FIRM ​​