Buying or Selling a Business in Coral Gables, With a Lawyer at Every Step

A business acquisition and sale attorney handles the legal work when one owner buys, sells, or transfers an operating business. That work covers the deal documents, negotiations, due diligence, and closing. KEW Legal focuses on this work for owners and investors across Miami-Dade and Broward County, with offices in Coral Gables and Sunny Isles Beach. Kristina E. Wilson is the lawyer responsible for this page.

What a Business Acquisition and Sale Attorney Handles

A business acquisition and sale attorney drafts and negotiates the agreements that move a company from one owner to another. This practice serves three groups. Owners preparing to sell their company, buyers acquiring an existing business or its assets, and investors adding a business to a wider portfolio.

A general practice lawyer may handle a small, simple sale. A deal lawyer focuses on how the transaction is built. That means who takes which risk, which debts move with the business, and which duties continue after closing.

Post-closing duties often matter as much as the price. A seller may agree to non-compete terms or transition help that last long after the money changes hands.

The practice focuses on business acquisition and sale work. If a matter falls outside that scope, it may be referred to another lawyer or firm, and the firm will say so.

What Is Covered in a Business Sale or Purchase

Coverage runs from the first review of the company to the final closing documents.

• Buyer-side work: reviewing financial statements and key contracts, sending due diligence requests, negotiating the purchase agreement, and checking closing deliverables.
• Seller-side work: preparing records and disclosures, negotiating representations and warranties (the seller’s factual promises about the business), and coordinating the closing.

Deal structure. An asset purchase transfers chosen assets and contracts. A membership-interest or stock purchase transfers ownership of the entity itself. Under Fla. Stat. § 605.0304, a Florida LLC’s debts belong to the company. A member is not personally liable just for being a member. The IRS business structures guidance notes that entity structure carries federal tax classification effects. Refer tax conclusions to a tax adviser.

Restrictive covenants. Under Fla. Stat. § 542.335, a court will not enforce a restrictive covenant unless it is in a writing signed by the person against whom enforcement is sought.

Trademarks. A registered mark is assignable with the goodwill of the business, and assignments must be in writing and duly executed. Unless it is recorded in the USPTO within 3 months, the assignment can be void against a later buyer for value without notice.

How a Business Acquisition or Sale Moves From Start to Close

A typical deal moves through six stages. Each stage builds on the one before it.

1. Consultation and deal review. You share your goals, timeline, and known problems.
2. Letter of intent. Key terms are set, such as price structure, exclusivity, and confidentiality.
3. Due diligence. Corporate records, contracts, leases, employment matters, licenses, and litigation history are reviewed. Florida businesses must file annual reports to stay active, so check them early, as the Florida Division of Corporations explains.
4. Purchase agreement. The agreement and disclosure schedules are drafted and negotiated.
5. Closing conditions. Third-party consents, lease assignments, and the flow of funds are arranged. Under Fla. Stat. § 213.758, a buyer may withhold part of the price to pay the seller’s state tax. The buyer must pay that amount to the state within 30 days after the transfer.
6. Closing and after. Filings and transition obligations are completed.

Timelines vary with deal size, the scope of diligence, and how quickly each side moves. No firm can promise a fixed closing date.

Common Issues That Affect Buyers and Sellers

Most deal problems come down to who keeps which debt, which contracts move, and what happens after closing.

• Transfers that look like hiding assets. In determining actual intent to hinder, delay, or defraud a creditor, Florida law allows consideration of factors such as a transfer to an insider, a transfer of substantially all of the debtor’s assets, or a transfer made after the debtor was sued or threatened with suit. Sellers should weigh these factors when they structure a sale.
• LLC interests. Under Fla. Stat. § 605.0502, a transferee of an LLC interest does not gain management rights. A transfer that breaks an operating agreement restriction is ineffective against a person with notice of that restriction.
• Leases. Many leases limit assignment without the landlord’s consent. Check the lease early.
• Vendor and customer contracts. Some contracts restrict assignment or change of control. Read each clause before closing.
• Employees. Accrued wages and benefit plans need a plan during the change of ownership.
• Claim windows. Florida sets time limits for contract claims under Fla. Stat. § 95.11. Draft post-closing claim periods with those limits in mind.

Earn-outs, seller financing, and escrow holdbacks also need careful drafting.

Why Work With KEW Legal on a Business Transaction

KEW Legal is a Florida business law firm focused on outside general counsel work for owners and investors. The firm has offices in Coral Gables and Sunny Isles Beach.

• Kristina E. Wilson is the lawyer named on this page. Office staff support the practice.
• The practice also covers partnership disputes, business contract and vendor disputes, commercial leases, employment matters for employers, business succession planning, and commercial evictions. A lease, a vendor contract, or an owner’s exit can all shape a sale.
• The first consultation is free, confidential, and carries no obligation to continue.

Questions Buyers and Sellers Ask Before Hiring a Lawyer

Most buyers and sellers ask about the lawyer’s role, the cost, and whether they need their own lawyer.

Talk Through Your Business Sale or Purchase

If you have a signed letter of intent, or an offer on your company that needs contract review, you don’t have to work through those terms alone. Send us a message to book your free, confidential first consultation with Kristina E. Wilson at the Coral Gables or Sunny Isles Beach office, or call 305-990-2300.