Business Acquisition and Sale Attorney in Doral

KEW Legal is a Florida business law firm. Its business acquisition and sale work helps owners and buyers structure, negotiate and document the transfer of an operating company in Miami-Dade and South Florida, including Doral. Kristina E. Wilson is the attorney responsible for this page. The practice’s offices are in Coral Gables and Sunny Isles Beach.

This guide explains how these deals are built, which documents matter most, and where Florida law can change the outcome.

What Does a Business Acquisition and Sale Attorney Do?

A business acquisition and sale attorney is outside legal counsel for one side of a deal. Counsel works from the letter of intent through closing, on the terms, documents and risks that come with the transfer.

This service fits three groups:

• Owners planning to sell a company or step back from one
• Buyers acquiring an existing business instead of starting a new one
• Investors taking an ownership stake in a company

Many of these owners and buyers run companies in Doral and across Miami-Dade.

This practice does not give tax, accounting or valuation advice. Those questions belong with your CPA or financial advisor, and the legal documents should match the advice you receive.

The first consultation is free, confidential and carries no obligation to continue.

What Does the Representation Cover?

Counsel covers the documents that set the price, the risks and who keeps which liabilities. The work includes:

• Read them first.
• Structure. Counsel helps choose between an asset purchase and a stock or membership-interest purchase.
• Purchase agreement. This covers representations and warranties, indemnification, escrow or holdback, and closing conditions.
• Due diligence. Review of contracts, leases, employment matters, litigation history and intellectual property. Corporate records, such as minutes and a current shareholder list, are a routine part of business governance.
• Restrictive covenants. Non-compete and non-solicitation terms tied to the sale.
• Seller financing and earnouts. Promissory notes, security interests and contingent payments, documented as deal terms.
• Closing and post-closing steps. Closing documents, ownership transfers and updates to company records.

How Does a Sale Move From Offer to Closing?

A typical deal moves through six stages, from first review to post-closing steps. Each stage depends on the one before it.

1. Consultation. We review the deal, the parties, your goals and the documents you already have.
2. Letter of intent. Price, exclusivity and confidentiality are negotiated before a full agreement is drafted.
3. Due diligence. The buyer requests records. Counsel reviews them and summarizes material findings.
4. Purchase agreement. Counsel drafts or revises the main agreement and related papers, such as bills of sale, assignments and consulting agreements.
5. Open terms and schedules. Remaining issues are resolved and disclosure schedules are finalized.
6. Closing. The parties sign, funds move, and any lender conditions are met. Filings and record updates follow.

Timelines vary with deal size, complexity, third-party consents and lender requirements. No fixed timeline is promised.

Asset Sale or Stock Sale: Which Structure Fits?

An asset sale lets the buyer pick specific assets and liabilities. A stock or membership-interest sale transfers the company itself. The choice shapes contracts, permits, leases and tax exposure, so it is usually made early.

• Asset sale. The seller keeps the entity. Some contracts may need the other party’s consent before they move to the buyer.
• Stock sale. Ownership of the entity changes hands.
• Under Fla. Stat. § 605.0502, a transfer of a transferable interest is permissible, but it does not by itself cause a member’s dissociation or a dissolution and winding up, and it does not entitle the transferee to participate in the company’s management or conduct. A transfer that breaks an operating agreement restriction is ineffective against anyone who had notice of it, under Fla. Stat. § 605.0502.
• Federal trademark law provides that a registered mark, or a mark with a pending application to register, can be assigned together with the good will of the business in which the mark is used, or with the portion of that good will connected with the use of and symbolized by the mark. The same federal provision limits transfers of intent-to-use applications: until an amendment bringing the application into conformity with use-based filing requirements, or a verified statement of use, has been filed, such an application cannot be assigned, except to a successor to the applicant’s business, or the portion of it to which the mark pertains, if that business is ongoing and existing.
• Business names. A name used other than the legal name is a fictitious name. Registration gives public notice only, under Fla. Stat. § 865.09.

Buyers often miss one rule. Under Fla. Stat. § 213.758, when a business or its assets change hands in a transfer as that section defines it, a buyer who does not withhold enough of the purchase price to cover certain Florida taxes the seller owes, such as sales and use tax administered by the Florida Department of Revenue, until the seller produces a receipt or certificate from the department, can become liable for those taxes along with the seller. A certificate of compliance from the state can prevent that exposure. Ask the seller for it before closing. For federal tax treatment of each structure, see the IRS business structures guidance, and review it with your CPA.

Why Work With This Practice on a Doral Sale or Acquisition?

Kristina E. Wilson is the attorney responsible for this practice, which focuses on business law for owners and investors. Assistants and office staff support the practice.

The practice serves owners and investors across Miami-Dade and South Florida, including as outside general counsel. A sale often touches other business issues. The practice also handles:

• Business succession planning for owners who want a plan for the company’s future
• Commercial leases, including landlord consent questions that come up in a sale
• Business contract and vendor disputes
• Employment law for employers
• Partnership disputes

The practice’s offices are in Coral Gables and Sunny Isles Beach. Doral businesses are served from those offices.

Common Questions About Buying or Selling a Business in Florida

Talk With Kristina E. Wilson About Your Doral Deal

If a letter of intent, buyer’s offer or term sheet is in front of you, review its terms before anything is signed. Schedule your free, confidential first consultation at kewlegal.com/contact-us, call 305-990-2300, or send us a message. KEW Legal’s offices are in Coral Gables and Sunny Isles Beach, and Kristina E. Wilson is responsible for this page.