At KEW Legal®, we handle corporate legal work for founders, boards, and investors across Miami.
A corporate lawyer’s work centers on the company itself, its capitalization table, its board, its stock or membership interests, and the transactions that change who owns or controls it. For more than 10 years, we have structured entities, negotiated financings, and closed transactions for clients across Miami-Dade Circuit Court’s jurisdiction and beyond.
We work in English and Spanish, and you deal directly with the attorney on your deal, not a junior associate. Hablamos español.
The Miami-Fort Lauderdale region secured roughly $2.77 billion in venture capital across 2024, according to Miami-Dade Beacon Council data, and Miami now competes directly with coastal tech hubs for founders and deal flow.
That means Miami companies increasingly face the same corporate questions Silicon Valley and New York companies do.
Before you sign a term sheet or bring on a new board member, get the corporate structure right, because it’s far cheaper to build correctly than to unwind.
What Clients Say About KEW Legal®
“Rather than feeling like just another client, I felt like a priority.” Rodrigo A.
Business owners want to be heard, not processed. This is what that looks like.
“Their support as general counsel for my small company has been invaluable.” Valeria R.
Ongoing legal counsel that grows with your business, not just one-off fixes.
“Professional and knowledgeable legal team… outstanding legal services that exceeded my expectations.” Marco M.
Clear-eyed guidance that delivers on what it promises.
“As fellow legal professionals, we have consistently referred clients to KEW Legal… thoroughly impressed with their exceptional service.” Igor H.
When other lawyers send their own clients to a firm, that says something.
“Kristina and her team made my closing extremely seamless.” Erika F.
Real estate work handled without the stress, from start to finish.
Our Corporate Law Services in Miami
- Entity structuring and formation for corporations, including Delaware C-corps and Florida entities
- Capitalization table design, founder equity splits, and vesting arrangements
- Seed and venture financings, including SAFEs, convertible notes, and priced equity rounds
- Mergers, acquisitions, and dispositions, including due diligence and deal documents
- Corporate governance, board formation, and board and shareholder consents
- Securities compliance for private offerings, including Regulation D filings
- Stock option plans and equity incentive plans
- Joint ventures and strategic partnerships
- Corporate restructuring
- Shareholder and stockholder agreements, including buy-sell and drag-along provisions
- Foreign investment structuring for Latin American founders and investors entering the U.S. market
- Dissolution, wind-down, and corporate exit planning
Get Trusted Legal Support Today
For straightforward legal advice and representation, contact KEW Legal®. Call (305) 990-2300 to schedule your consultation.
Understanding Corporate Transactions for Miami Businesses
For growing Miami companies, major transactions usually start with one question, is the business structured for what comes next?
Founders planning to raise institutional capital often choose a Delaware C-corporation, while many local businesses remain Florida entities. Making that decision early can avoid a costly conversion later.
Financing can take several forms. Early-stage companies may use SAFEs (Simple Agreement for Future Equity), while priced equity rounds typically require board approvals, stockholder approvals, updated corporate documents, and securities compliance.
Mergers and acquisitions bring a different set of issues. Buyers will closely review ownership records, contracts, board consents, equity issuances, and other corporate documents during due diligence. Missing or inconsistent records can delay an otherwise straightforward deal.
The goal is to keep the company transaction-ready so that when an investor, buyer, or strategic opportunity appears, the legal structure and corporate records are already in order.
Why Choose KEW Legal® for Corporate Services in Miami
Cross-border capital structuring, in English and Spanish.
Miami is a genuine gateway between U.S. capital markets and Latin American founders and investors. Structuring a Delaware entity for a founder based abroad, or bringing foreign capital into a U.S. company correctly, is routine work here, not a specialty referral.
Corporate work grounded in real transactional experience.
With 10+ years in practice and experience on deals like the $412 million JW Marriott Miami Turnberry refinance, KEW brings real deal experience to cap tables, financings, and M&A, not just template documents.
An integrated view across corporate, real estate, and litigation.
Corporate structures and governance documents hold up better when they’re built by lawyers who have also litigated shareholder disputes and enforced restrictive covenants. KEW anticipates where a cap table or board provision could become a fight later.
Practical guidance on Delaware versus Florida.
Not every company needs to be a Delaware C-corp on day one, and not every company should stay a Florida LLC once it starts raising money. KEW gives a straight answer based on your actual fundraising plans, not a default.
Direct attorney access and real recognition.
You work with the named attorney on your deal, not a junior handoff, backed by bar admissions in Florida, New York, and D.C. and recognition as Bad Ass Woman of the Year in the Law category.
What Is the Difference Between a Corporate Lawyer and a Business Lawyer in Florida?
A business lawyer usually handles the legal issues that come with running a company day to day. That can include reviewing contracts, negotiating leases, advising on employment matters, handling disputes, and helping the business stay compliant with Florida and local requirements.
A corporate lawyer focuses more narrowly on the company’s structure, ownership, and major transactions. Their work often includes:
- Entity formation and restructuring
- Operating agreements and shareholder agreements
- Equity ownership and capitalization
- Investor financings
- Corporate governance
- Mergers and acquisitions
- Business sales and reorganizations
For a small Florida business with straightforward operations, a general business lawyer may be enough. A company bringing in investors, issuing equity, restructuring ownership, or preparing for a sale will usually need more specialized corporate counsel.
Get to Know KEW Legal®
KEW Legal® has spent more than a decade representing companies, founders, and investors across Miami, Sunny Isles Beach, and Coral Gables. The firm focuses on business, corporate, real estate, and litigation matters, including the cross-border corporate structuring that comes with operating between Florida and Latin America.
When a founder needs a cap table built correctly before a raise, a board needs proper governance ahead of a sale, or two companies need a deal papered and closed on schedule, this is the work the firm handles every day.
You get direct answers about how to structure the deal, what investors and acquirers will actually scrutinize, and where the real risk sits, whether that means an entity conversion, a financing round, or a cross-border investment. Spanish-language service is standard, not an exception.
The firm’s credibility is grounded in real work: bar admissions in Florida, New York, and Washington, D.C., a $412 million refinance of the JW Marriott Miami Turnberry, and recognition as Bad Ass Woman of the Year in the Law category.
Our Process for Miami Corporate Matters
1. Initial Consultation
We learn your company’s stage, ownership structure, and near-term plans, whether that’s a first raise, an acquisition, or a governance clean-up ahead of due diligence. You leave with a clear view of what needs to happen and in what order.
2. Structure and Cap Table Review
We review or build your entity structure and capitalization table, checking that founder equity, vesting, and any prior investments are documented correctly before anything new gets layered on top.
3. Deal or Financing Documents
We draft or negotiate the actual paper, SAFEs, stock purchase agreements, merger documents, board and stockholder consents, tailored to your specific transaction rather than a generic template.
4. Securities and Compliance Check
For financings, we confirm the offering fits a valid exemption from registration and that required federal and state filings get made on time.
5. Negotiation and Closing
We negotiate terms directly with the other side’s counsel and manage signatures, wires, and closing conditions so the deal actually closes on the timeline you need.
6. Ongoing Corporate Counsel
After closing, many clients keep KEW on for board matters, follow-on financings, and the governance housekeeping that keeps the company ready for its next transaction.
Frequently Asked Questions About Corporate Law in Miami
Do I need to be a Delaware C-corp to raise venture capital, or can I raise money as a Florida LLC?
Technically an LLC can raise outside money, but most institutional investors and standard venture financing documents are built around a Delaware C-corporation, and many funds simply won’t invest in an LLC because of tax and governance complications.
What’s the difference between a SAFE and a convertible note, and does it matter which one I use?
Both let a company raise money now and defer setting a valuation, but a convertible note is technically debt (it accrues interest and has a maturity date), while a SAFE is not debt and doesn’t mature. Investors and companies both tend to prefer SAFEs for early rounds because they’re simpler to negotiate.
How much equity should I give a co-founder, and does it need to be in writing?
There’s no universal formula, it depends on each founder’s role, capital contribution, and ongoing commitment, but the split absolutely needs to be documented, along with a vesting schedule so equity is earned over time rather than fully owned on day one.
Do I need to file anything with the SEC to raise a seed round?
Most private seed and venture rounds rely on an exemption from full SEC registration, typically Regulation D, rather than a full public offering process. That still requires a federal filing (Form D) after the raise and attention to how investors are solicited.
My co-founder wants to leave the company, what happens to their equity?
This is exactly what a vesting schedule and a company’s governing documents are supposed to answer in advance. Without one, an exiting founder can keep fully-owned equity in a company they no longer work on, which becomes a real problem for future fundraising.
Can a foreign investor or founder own a U.S. corporation, and does it change how I should structure the company?
Yes, non-U.S. citizens and foreign entities can own shares in a U.S. corporation, including a Delaware C-corp, and this is common in Miami given its ties to Latin American capital. It can affect banking, tax treatment, and certain SEC exemption requirements.
Local Resources in Miami for Corporate Matters
- Florida Division of Corporations (Sunbiz): Handles entity formation and annual filings for Florida corporations and LLCs, including certified documents needed for financings and M&A due diligence.
- Delaware Division of Corporations: The filing authority for Delaware C-corps, the entity structure most venture-backed Miami companies convert to before an institutional raise.
- Miami-Dade Beacon Council: The county’s official economic development partnership, tracking the region’s venture capital, technology, and corporate investment activity.
- eMerge Americas: Miami-based technology conference and platform connecting founders, corporate investors, and venture capital across the Americas.
- SEC EDGAR / Form D Filing System: Federal system for filing the Form D notice required after most private securities offerings under Regulation D.
- Eleventh Judicial Circuit Complex Business Litigation Division: Handles high-value Miami-Dade corporate and shareholder disputes over $750,000, relevant if governance issues escalate.
- Business Law Section of The Florida Bar: Publications and resources on corporate, securities, and M&A topics relevant to Florida-based companies and their counsel.
- Florida Department of Business and Professional Regulation: Maintains licensing and compliance records relevant to regulated industries involved in corporate transactions.
Ready to Get Your Miami Company’s Structure Right
A cap table, board record, or entity structure that isn’t clean doesn’t get easier to fix once a term sheet or acquisition offer is on the table, it gets more expensive and slower. The sooner the corporate foundation is right, the faster the next raise or deal can move.
KEW Legal® handles entity structuring, financings, and M&A for companies, founders, and investors across Miami, Sunny Isles Beach, Coral Gables, and statewide Florida, including cross-border capital and Spanish-language agreements.
Book a consultation to get a practical read on your company’s structure before your next round or deal. Video and Zoom appointments are available for busy or international clients.
Call us to schedule your consultation today.