Buying or selling a business in Miami-Dade? Get the deal terms right from the start.

KEW Legal acts as outside counsel on the purchase or sale of an operating business, from the first letter of intent through closing. This page explains the work of a business acquisition and sale law firm for owners, buyers and investors in Brickell, Miami and across Miami-Dade and Broward County. KEW Legal has no office in Brickell. Its offices are in Coral Gables and Sunny Isles Beach. Kristina E. Wilson is the responsible lawyer, and the practice is supported by office staff. Florida’s statutes apply the same way to a Brickell deal as to a deal elsewhere in the state.

What a Business Acquisition and Sale Attorney Does

A business acquisition and sale attorney drafts and reviews the documents that move ownership of a company from one party to another. The work covers both sides of the deal. Sellers want clear terms and limited exposure after closing. Buyers want to know exactly what they are taking on.

This work usually comes up in three situations:

• A founder selling a company to a third party.
• An investor or operator buying an existing business.
• An owner moving shares or membership interests to partners or family.

KEW Legal practices as outside general counsel for businesses. That means a deal is handled alongside the company’s ongoing contract, lease and employment needs. Some matters may be referred to another lawyer or firm, and this page would say so. This service covers the legal side of the deal, not tax, accounting or valuation work.

What the Acquisition or Sale Representation Covers

Counsel reviews and drafts the deal terms and documents that decide what a buyer gets and what a seller keeps.

• Letter of intent review. Price, exclusivity and timing terms are checked. Binding terms are separated from non-binding ones.
• Deal structure. An asset purchase, a stock purchase and a membership interest purchase each move different contracts, licenses and debts. Entity type also affects federal tax classification, per the IRS business structures guidance.
• Purchase agreement terms. Representations and warranties, indemnification, caps, baskets and survival periods.
• Price mechanics. Escrow, holdbacks, earnouts, working capital adjustments and seller financing.
• Restrictive covenants. Under Fla. Stat. § 542.335, a court will not enforce a non-compete unless it is in a writing signed by the person it is enforced against. It must also be reasonable in time, area and line of business.
• Trademarks. An assignment of a registered mark should be in writing. Under the federal trademark assignment statute, an assignment is void against a subsequent purchaser for valuable consideration without notice, unless the prescribed information reporting the assignment is recorded in the United States Patent and Trademark Office within 3 months after the date of the assignment or prior to the subsequent purchase.
• Closing and transfer documents. Bills of sale, assignments, consents, and the transfer of contracts and any commercial lease tied to the business.

How the Acquisition or Sale Process Works

Most deals move through six steps, from a first consultation to post-closing work.

1. Free first consultation. The review is confidential and carries no obligation to continue. You describe the parties, your goals and any draft terms.
2. Letter of intent review. Terms are checked before anyone signs.
3. Due diligence. Records are requested and reviewed, with the other side’s counsel involved.
4. Purchase agreement. The definitive agreement and disclosure schedules are drafted and negotiated.
5. Closing preparation. Signature pages are prepared and the funds flow is reviewed.
6. Post-closing steps. License updates, lease assignments, and notices to vendors and employees.

Timing depends on deal size, buyer financing, lease consents and third-party approvals. No closing date can be promised, because those factors rest with the parties and third parties.

Some larger deals also require that both persons file notification and that a waiting period expire before the acquisition, under the federal premerger notification statute. A person who fails to comply can face a civil penalty of up to $10,000 per day. Whether a deal triggers the filing depends on size tests that must be checked against current figures.

Due Diligence and Risk Points to Check Before Signing

Due diligence shows what the business owns, owes and has promised before the buyer signs.

• Corporate records. Formation documents, the operating agreement or bylaws, the ownership ledger and required approvals. Florida businesses must file annual reports to keep active status, according to the Florida Division of Corporations.
• Under Fla. Stat. § 605.0502, a transferee of an LLC interest does not gain management rights. With limited exceptions, it does not gain access to company records either.
• Material contracts. Customer and vendor agreements, including change-of-control and assignment clauses.
• Employment. Offer letters, contractor classifications and key employee agreements.
• Commercial lease. Term, renewal options, consent to assignment and any personal liability of the owners under the lease.
• Claims and debts. Pending or threatened claims, judgments and unpaid debts.
• Sales tax. Under Fla. Stat. § 213.758, a business is treated as transferred when more than 50 percent of it, its assets or its stock of goods changes hands. 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. If the withholding falls short, the seller stays liable for the rest.

Each risk should match a specific protection, such as a disclosure schedule, an indemnity or a closing condition.

Buyer and Seller Considerations in Miami-Dade Deals

Buyers and sellers need different protections, so the terms should reflect each side’s risk.

• Buyers should confirm which liabilities transfer, how the price adjusts, and what remedies apply if disclosed facts prove wrong.
• Sellers should limit exposure with clear disclosure schedules, reasonable caps and defined survival periods. A contract cannot shorten the time to sue below the statute allows. Under Fla. Stat. § 95.03, a provision that does so is void.
• Owners selling to partners should agree on the valuation method, buy-sell terms and how the purchase is funded. An LLC operating agreement has limits. An operating agreement cannot relieve a person from liability for bad faith or willful misconduct.
• Owners with co-owners who live outside Florida should confirm who can sign and which consents are needed before terms are set.
• Deals with real estate need the business sale coordinated with any property transfer or lease assignment.

Non-compete drafting also depends on the seller’s role. The same statute on restrictive covenants treats seller and employee covenants differently on reasonable time. Tax, accounting and valuation questions fall outside this page. They are flagged during the consultation.

Why Clients Work With KEW Legal

KEW Legal is a business acquisition and sale law firm that also works as outside general counsel for businesses. It focuses on business transactions for owners and investors in Miami-Dade and South Florida.

• Named responsible lawyer. Kristina E. Wilson is the lawyer responsible for this practice. Support staff assist with office work.
• Office locations. KEW Legal’s offices are in Coral Gables and Sunny Isles Beach. It has no Brickell office.
• Outside general counsel model. The deal sits alongside the company’s ongoing contract, lease, employment and succession needs.
• Related practice areas. KEW Legal also handles partnership disputes, commercial leases and business succession planning.
• Free first consultation. The first consultation is free, confidential and carries no obligation to continue.

Frequently Asked Questions About Business Acquisitions and Sales