At KEW Legal®, we handle corporate legal work for companies, executives, and owners doing business in Coral Gables.
For more than 10 years, we have structured entities, negotiated acquisitions, and closed transactions for Florida businesses and the international companies that base their U.S. operations here. We work in English and Spanish, and you deal directly with the attorney on your deal, not a junior associate. Hablamos español.
In Coral Gables, corporate work often covers how a U.S. subsidiary is owned and governed, how a family company passes to the next generation or a buyer, and the contracts that tie a regional office to its parent.
Coral Gables is home to more than 120 multinational companies, including Fresh Del Monte, Bacardi, and MasTec, along with roughly two dozen consulates and foreign government offices, according to city officials quoted by Coral Gables Magazine and Miami Today. That concentration brings Coral Gables companies the same cross-border corporate questions faced in much larger financial centers.
Before you open a U.S. subsidiary, sign a letter of intent, or bring a new partner into the business, get the corporate structure right. It is far cheaper to build correctly than to unwind.
What Coral Gables Businesses Say About KEW Legal®
“Their support as general counsel for my small company has been invaluable.” Valeria R.
Many Coral Gables companies need outside general counsel, not a firm they only call when something breaks.
“Professional and knowledgeable legal team… outstanding legal services that exceeded my expectations.” Marco M.
Acquisitions and expansions depend on getting the details right the first time.
“As fellow legal professionals, we have consistently referred clients to KEW Legal®… thoroughly impressed with their exceptional service.” Igor H.
In a city full of professional firms, referrals from other lawyers carry real weight.
“Rather than feeling like just another client, I felt like a priority.” Rodrigo A.
Family businesses and growing companies deserve the same attention as large corporate clients.
“Kristina and her team made my closing extremely seamless.” Erika F.
Whether it is an office purchase or a business sale, closing day should be the easy part.
Our Corporate Law Services in Coral Gables
- U.S. subsidiary formation for foreign and Latin American companies
- Foreign qualification and branch registration
- Intercompany service, licensing, and cost-sharing agreements
- Mergers and acquisitions
- Asset and stock purchase agreements
- Due diligence for buyers, sellers, and investors
- Family business succession and ownership transitions
- Shareholder, partnership, and operating agreements
- Non-compete, non-solicit, and confidentiality agreements
- Executive employment and equity incentive arrangements
- Corporate governance, board structure, and consents
- Seed and venture financings, SAFEs, and convertible notes
- Joint ventures and strategic partnerships
- Commercial contracts and distribution agreements
- Office lease review for regional headquarters
- Outside general counsel services
Get Trusted Legal Support Today
For straightforward legal advice and representation, contact KEW Legal®. Call (305) 990-2300 to schedule your consultation.
Understanding How Corporate Transactions Work in Coral Gables
Coral Gables companies tend to fall into three groups, each facing a different set of corporate questions.
- Regional offices of international companies need a U.S. entity, a governance structure that answers to the parent, and written intercompany agreements that set how services, staff, and intellectual property are shared and paid for. Those agreements are reviewed closely by tax authorities and auditors.
- Family and founder-owned businesses often face succession and sale questions. A sale is usually structured as an asset purchase or a stock purchase, and the choice affects which liabilities transfer, how the deal is taxed, and what consents are needed from landlords, lenders, and customers.
- Growing companies and startups face financing questions. Early capital may come through SAFEs or convertible notes, while a priced round brings more detailed documents and securities compliance. Companies planning to raise venture capital often reincorporate in Delaware first.
Across all three, clean corporate records decide how fast a deal moves. Missing board approvals, unsigned shareholder agreements, or outdated ownership records can stall due diligence for weeks.
Why Choose KEW Legal® in Coral Gables
Built for companies that operate across the Americas.
Coral Gables is where many Latin American and European companies plant their U.S. flag. Setting up a subsidiary, drafting intercompany agreements, and coordinating with counsel in the home country is routine work for KEW Legal®, handled in English or Spanish.
Transaction experience at institutional scale.
With 10+ years in practice and experience on deals like the $412 million JW Marriott Miami Turnberry refinance, KEW Legal® brings real deal discipline to acquisitions, financings, and ownership transitions, not template documents.
Protective agreements written by lawyers who litigate them.
Non-competes, buy-sell terms, and shareholder provisions are only as good as their enforceability. KEW Legal® has litigated shareholder disputes and enforced restrictive covenants, and drafts with that experience in mind.
Direct attorney access and real recognition.
You work with the named attorney on your deal, backed by bar admissions in Florida, New York, and D.C. and recognition as Bad Ass Woman of the Year in the Law category.
Should a Foreign Company Open a U.S. Subsidiary or Register a Branch in Coral Gables?
A foreign company has two basic ways to operate here. It can register itself with the Florida Division of Corporations to do business in the state, often called a branch, or it can form a new U.S. subsidiary that it owns.
With a branch, the foreign parent is the company doing business in Florida. Its U.S. liabilities and lawsuits reach the parent directly, and it may have to share more of its home-country records with U.S. banks, landlords, and agencies.
With a subsidiary, U.S. operations sit inside a separate Florida or Delaware entity. That keeps local liabilities away from the parent, makes it easier to sign leases and open accounts, and simplifies a later sale of the U.S. business.
Federal reporting can differ, too. Under FinCEN’s 2026 final rule, U.S.-formed subsidiaries are exempt from beneficial ownership reporting, while foreign companies that register directly may still have to report their non-U.S. owners.
Most companies opening a Coral Gables office choose a subsidiary. Either way, the tax treatment should be reviewed with advisors in both countries before the structure is finalized.
Get to Know KEW Legal®
KEW Legal® has spent more than a decade representing companies, founders, and investors in Coral Gables, Miami, and Sunny Isles Beach, and serving clients across Florida.
The firm focuses on business, corporate, real estate, and litigation matters. For Coral Gables clients, that means one firm can set up the U.S. entity, negotiate the office lease, paper the acquisition, and defend the agreements if they are ever challenged.
You get direct answers about how to structure the deal, what buyers and parent companies will actually scrutinize, and where the real risk sits. Spanish-language service is standard, not an exception.
Are Non-Compete Agreements Enforceable for Coral Gables Companies?
Generally, yes. Florida is one of the most employer-friendly states for non-competes, and it became more so in 2025.
Florida’s CHOICE Act, which applies to agreements signed on or after July 1, 2025, creates a presumption that qualifying non-compete and garden leave agreements with higher-earning employees are enforceable. Covered non-competes can last up to four years, and courts are directed to grant preliminary injunctions when a covered employee breaches one. The agreement must meet specific notice and drafting requirements to qualify.
Agreements that fall outside the CHOICE Act are still governed by Florida’s general restrictive covenant statute, Section 542.335, which requires a legitimate business interest such as trade secrets, confidential information, or customer relationships.
In a business sale, non-competes protect what the buyer is paying for. Sellers commonly agree not to compete for a set period, and Florida law gives those sale-of-business covenants more room than ordinary employment restrictions.
For Coral Gables companies hiring executives or buying a competitor, the wording and timing of these agreements decide whether they hold up. Employees who live or work in other states can also raise choice-of-law challenges, so cross-border teams need careful drafting.
Our Process for Coral Gables Corporate Matters
1. Initial Consultation
We learn the company’s ownership, its stage, and the decision in front of you, whether that is opening a U.S. office, selling the business, or bringing in a partner. You leave with a clear plan and order of steps.
2. Corporate Records and Contract Review
We review entity documents, ownership records, board approvals, and key contracts, flagging anything a buyer, auditor, or parent company would question.
3. Structure and Deal Design
We recommend the entity, ownership, or transaction structure that fits your goals, working with your accountants and, for international companies, home-country counsel.
4. Agreements and Transaction Documents
We draft or negotiate the purchase agreement, intercompany agreements, shareholder agreement, or executive and non-compete agreements tailored to your deal.
5. Negotiation, Closing, and Local Setup
We negotiate with the other side’s counsel, manage the closing checklist, and coordinate the state filings and Coral Gables office approvals that go with a new location.
6. Ongoing General Counsel
After closing, many clients keep KEW Legal® on as outside general counsel for contracts, board matters, and the next transaction.
Frequently Asked Questions About Corporate Law
What approvals do I need before signing an office lease in Coral Gables?
The city advises applying for a Certificate of Use before you sign a lease or buy property.
Do I need both a city and a county business tax receipt?
Yes. A Coral Gables business needs a local business tax receipt from the City of Coral Gables and another from Miami-Dade County.
Can a foreign parent company own 100% of a Florida subsidiary?
Yes.
What intercompany agreements does a U.S. subsidiary need?
Most need written agreements covering services provided by or to the parent, use of the parent’s brand and intellectual property, and any loans between the companies.
Does a U.S. subsidiary of a foreign company have to file a BOI report?
Generally, no. Under FinCEN’s current rule, companies formed in the U.S. are exempt from beneficial ownership reporting.
Is a letter of intent binding when buying or selling a business?
Usually only in part.
How do I sell my family business without losing key employees?
Plan for it before the sale is announced.
How long does it take to buy or sell a business in Coral Gables?
It depends on size and how organized the records are.
Should my startup reincorporate in Delaware before raising capital?
Often, yes, if you plan to raise from venture investors, who generally expect a Delaware C-corporation.
How much does a corporate lawyer cost in Coral Gables?
Simple formations and standard agreements can often be handled for a flat fee.
Local Resources in Coral Gables for Corporate Matters
- Miami-Dade Clerk of Courts: Handles filing and maintenance of civil, business, and court records for the county.
- Florida Division of Corporations: State office where businesses register, file annual reports, and access entity records.
- Miami-Dade County Tax Collector: Issues local business tax receipts required to operate legally within the county.
- Coral Gables City Hall: Municipal office overseeing permits, zoning approvals, and local business licensing.
- U.S. District Court, Southern District of Florida: Federal trial court handling commercial litigation and business disputes in the region.
- Florida Department of State: Oversees official filings, authentications, and records for entities formed under state law.
- Miami-Dade County Recorder: Maintains recorded documents including deeds, liens, and other instruments affecting real property.
- Small Business Development Center at FIU: Provides advisory and technical assistance to entrepreneurs and growing businesses.
- Greater Miami Chamber of Commerce: Business association offering networking, advocacy, and resources for the regional business community.
Ready to Get Your Coral Gables Company Deal-Ready
Incomplete corporate records, unsigned intercompany agreements, or loose ownership documents do not get easier to fix once a buyer, auditor, or parent company starts asking questions. They get slower and more expensive. The sooner the foundation is right, the faster your next expansion, sale, or financing can move.
KEW Legal® handles subsidiary setups, acquisitions, and corporate governance for companies, founders, and investors in Coral Gables, Miami, and Sunny Isles Beach, and serves clients statewide, including cross-border structuring and Spanish-language agreements.
Book a consultation to get a practical read on your company’s structure before your next deal.