Buying or Selling a Business in Aventura? Get Counsel Before You Sign

Business Acquisition and Sale Law Firm Aventura FL

A business acquisition and sale is the transfer of ownership in an operating company. The buyer can take the company’s assets, its shares, or its membership interests. KEW Legal focuses on these deals for owners and buyers who work in Aventura, drafting and reviewing the documents that decide who carries which risk. Our offices are in Coral Gables and Sunny Isles Beach, and we serve Aventura clients from there.

This page explains what the work covers, how a deal moves from first talk to closing, and which problems tend to appear before the money changes hands.

Who Needs a Business Acquisition and Sale Attorney?

Sellers and buyers both need a lawyer who reads the deal terms and the paperwork that carries them out. Most clients fall into a few groups:

• Owners planning an exit, whether through retirement, a sale to an outside buyer, or a sale to a partner
• Partners who need to buy out one owner’s share
• Buyers acquiring a competitor or an existing business that is already running
• Investors and partners reorganizing who owns what

Common triggers include an unsolicited offer, a health change that prompts an exit, or a plan to grow by buying another company. We serve Aventura, North Miami-Dade, Miami-Dade County, and Broward County. If you’re weighing a deal, send us a message describing the business, the other side, and your timing.

What the Representation Includes

Our work covers the documents from the first term sheet through closing. Typical work includes:

• Review and negotiation of the letter of intent, a short document that sets price, structure, and exclusivity before anyone is bound to a final deal
• Drafting or reviewing an asset purchase agreement, or a stock or membership interest purchase agreement
• Representations, warranties, indemnification, escrow, and survival periods, which decide who pays if a stated fact proves wrong
• Non-compete and non-solicitation terms for the seller and key staff. A court will not enforce a restrictive covenant unless it is in a writing signed by the person against whom enforcement is sought (Fla. Stat. § 542.335). Covenants tied to a sale need separate analysis.
• Lease assignments, vendor and license consents, and transfer notices
• Closing documents, bills of sale, assignments, and corporate resolutions
• Seller notes and earnout terms. Under Florida’s statute of frauds, an agreement that is not to be performed within one year from its making generally cannot be enforced in court unless it is in writing and signed by the party to be charged or by someone lawfully authorized by that party (Fla. Stat. § 725.01).

Asset Sale or Equity Sale: Which Structure Fits?

In an asset sale, the buyer chooses which assets and liabilities it takes. In an equity sale, the buyer takes ownership of the company itself, including its history. The choice changes who must consent, what must be disclosed, and how much risk stays with the seller.

Asset deals usually need consent for each contract, permit, and lease that moves. Equity deals keep those contracts in place but bring the company’s past liabilities along. Membership interests have their own rules. Under Florida law, a transfer of a transferable interest in an LLC does not by itself make the buyer a member or entitle the buyer to participate in management, and the buyer’s access to company records is limited except as provided in Fla. Stat. § 605.0503 or the operating agreement (Fla. Stat. § 605.0502); a buyer who is admitted as a member, however, has a member’s rights.

Florida’s successor liability rule for unpaid state taxes (Fla. Stat. § 213.758) can apply to the transfer of a business or its assets, depending on what is transferred and whether a statutory exclusion applies. A buyer of more than 50 percent of a business, its assets, or its stock can become liable for the seller’s unpaid tax from the business’s operations. Whether a buyer can limit that liability may depend on documentation the seller obtains from the Florida Department of Revenue, so it is worth reviewing with counsel before closing. Tax treatment itself belongs to the parties’ tax advisors. Settle the structure before the letter of intent, because changing it late forces renegotiation.

How the Deal Process Works, Step by Step

A typical deal moves through six stages. The order can shift with the facts of each deal.

1. Initial consultation. We identify the parties, goals, timing, and any known problems.
2. Letter of intent. We review and negotiate price, structure, and any exclusivity period.
3. Due diligence. We review corporate records, contracts, leases, employment files, litigation, tax filings, and licenses.
4. Drafting. We prepare the purchase agreement and disclosure schedules.
5. Negotiation and consents. We work through open points, third-party consents, and conditions to closing.
6. Closing. We handle the funds flow, signatures, and post-closing transfers such as lease notices and license updates.

Timing depends on business size, the number of contracts needing consent, and whether a lender is involved. We discuss a timeline at consultation, but we do not promise one. Except as exempted, federal law provides that no person shall acquire, directly or indirectly, voting securities or assets of another person in a transaction covered by the statute unless both persons file notification and the required waiting period has expired (federal premerger notification statute). Under the Hart-Scott-Rodino Act (15 U.S.C. § 18a), a premerger notification filing is required only when a transaction meets the statutory size thresholds and no exemption applies, and tender offers follow different rules, so whether a filing may be required is reviewed early in the deal.

Issues That Commonly Surface Before Closing

The most common delays come from third-party consents and problems found in due diligence. Watch for these:

• Landlord consent to assign a commercial lease, including an owner’s personal liability for lease obligations and renewal terms
• Vendor and customer contracts with anti-assignment or change-of-control clauses
• Undisclosed liabilities, pending disputes, or payroll and tax gaps
• Employee transitions, accrued wages, and worker classification carried into the new entity
• Bank loans the owner personally signed for, where that personal liability needs to be released or replaced
• Gaps between the letter of intent and the final agreement that shift risk to one side

Registered trademarks need care too. An assignment of a registered trademark is void against a later purchaser for value without notice unless it is recorded with the U.S. Patent and Trademark Office within 3 months after the date of the assignment or before that later purchase (15 U.S.C. § 1060(a)(4)). Otherwise, the assignment can be void against any subsequent purchaser for valuable consideration without notice (federal trademark assignment statute).

Family and insider sales deserve extra care. Under Florida’s Uniform Fraudulent Transfer Act (Fla. Stat. ch. 726), creditors may challenge a transfer of business assets made with actual intent to hinder, delay, or defraud the seller’s creditors. Document the price and the reasons clearly.

Why Clients Work With KEW Legal

KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. The firm focuses on business matters for owners and investors, including partnership disputes, contracts, leases, employment matters for employers, and succession planning.

Our model is outside general counsel. One firm can handle the sale and the contract, lease, and employment questions that follow it.

• Work follows the documents in front of you, and each step is explained in writing.
• Fees and costs are discussed and stated in writing before work begins, including filing and third-party charges.
• Conflicts are checked before any engagement.

Past results do not predict results in a new matter, because each deal turns on its own facts.

Frequently Asked Questions

Talk Through Your Deal With KEW Legal

If you’re weighing a sale or purchase in Aventura and a letter of intent is on the table, you don’t have to sort out structure, consents, and closing steps alone. Call 305-990-2300 or send us a message to schedule a consultation about your deal.