Buying or selling a business? Review the deal before you sign.

A business acquisition or sale is the transfer of ownership or assets of an operating company from seller to buyer. KEW Legal is a business acquisition and sale law firm serving Miami-Dade County, with offices in Coral Gables and Sunny Isles Beach. Florida law shapes how these deals are built, from tax liability to restrictive covenants. This page explains what the work covers, how the process runs, and what to check before you sign.

What a Business Acquisition or Sale Attorney Handles

A business acquisition or sale attorney handles the legal work of moving a company from one owner to another. The deal can be structured as an asset purchase, where the buyer takes specific assets, or as a purchase of stock or membership interests, where the buyer takes the company itself. Each structure moves different liabilities and contracts, so the choice matters early. Miami-Dade businesses often hold leases, employee agreements, and vendor contracts that all need review before closing. Each deal is different, so the review starts with the business itself, not a template.

This page is written for three groups:

• Owners planning an exit from a company they run
• Buyers acquiring an existing business
• Investors and partners changing who owns a company

Some parts of a deal need other professionals. Tax filings may need a CPA, and a lawsuit may need a different lawyer. We’ll say so when that applies.

Buy-Side Services: Due Diligence and Deal Structure

On the buy side, the goal is to know what you’re buying before you commit to a price. Due diligence is the review that tests the seller’s claims against the records.

For buyers, the work usually covers:

• Corporate records, contracts, and leases
• Licenses, permits, and any transfer rules attached to them
• Pending or threatened claims
• Employment and tax compliance documents
• Letter of intent terms: price, exclusivity, confidentiality, and which terms are binding
• The choice between an asset purchase and a stock or membership interest purchase

Successor tax liability is an important point for buyers. Under Fla. Stat. § 213.758, a buyer of more than 50% of a business, its assets, or its stock can be liable for the seller’s unpaid tax from the business’s operation. Florida law sets out the specific conditions under which this liability does not apply under Fla. Stat. § 213.758(3)(b), including a receipt or certificate described in that subsection and an exception where a Department of Revenue audit finds the seller not liable. The buyer’s maximum liability is the greater of the fair market value, net of liens and liabilities, or the purchase price paid.

Under the federal premerger notification statute, 15 U.S.C. § 18a, a person generally may not acquire voting securities or assets of another person until notification is filed and the waiting period has expired. This applies only where the statute’s size thresholds are met and no exemption applies.

Sell-Side Services: Preparing and Protecting the Sale

On the sell side, the work starts before a buyer sees the file. Problems found early are easier to fix than problems a buyer finds during diligence.

For sellers, the work often includes:

• A pre-sale legal review of issues a buyer will spot, such as unsigned agreements, unclear share ownership, or lease terms that limit a transfer
• Disclosure schedules that list exceptions to your representations and warranties
• Negotiating indemnification limits, escrow or holdback amounts, and how long your promises last after closing
• Earnouts, seller financing, and non-compete or non-solicitation covenants
• Transfer of licenses, permits, employee agreements, and lease assignments at closing

Transfer restrictions can block a sale. Under Fla. Stat. § 607.0627, a share transfer restriction is enforceable against the holder or a buyer only if the statute authorizes it and its existence is noted conspicuously on the certificate or the required information statement, unless the person knew of it. For LLCs, Fla. Stat. § 605.0502 makes a transfer that breaks an operating agreement restriction ineffective against anyone who knew or had notice of it.

If you quit the business without selling or transferring it, Florida law requires a final return and full payment of all taxes within 15 days after quitting, under Fla. Stat. § 213.758.

How the Acquisition or Sale Process Works

A typical deal moves through five stages, from first review to closing. The order can shift, but the key terms should be set before full diligence begins.

1. Initial consultation. We review the business structure, the proposed deal, and the documents already in place.
2. Letter of intent. The key price, confidentiality, and exclusivity terms are set out before full review.
3. Due diligence. We send request lists, review the documents, and give you a written summary of issues and risks.
4. Agreement drafting. We draft the purchase or sale agreement and related documents, then negotiate with opposing counsel.
5. Closing. We prepare the closing checklist, review the funds flow, and handle post-closing transfer tasks.

Lease terms, licenses, and contracts often drive the timeline, so we flag them early in diligence. Timing depends on the size of the business, the number of documents, and how fast both sides move.

Why Work With KEW Legal on Your Business Deal

KEW Legal serves as outside general counsel for business owners and investors across Miami-Dade and South Florida. Its offices are in Coral Gables and Sunny Isles Beach.

• Attorney in charge: Kristina E. Wilson is the attorney responsible for this practice.
• Support staff: Support staff handle scheduling, document organization, and deal logistics.
• Ongoing counsel: The same business relationship can cover the deal alongside contracts, leases, employment questions, and succession planning.
• Free first consultation: Our free first consultation is confidential, with no obligation to continue.

The deal review covers the business’s leases, contracts and employee agreements, including any lease clause or employee agreement that affects the sale. Post-closing tasks, such as license transfers and lease assignments, are part of the work.

Common Questions About Buying or Selling a Business in Miami-Dade

Most buyers and sellers ask the same few questions before a business acquisition and sale closes. Short answers follow.

Talk With KEW Legal About Your Sale or Acquisition

If a letter of intent, a draft purchase agreement, or a buyer is already in play, the review should start now, before terms are locked in. Bring any signed letter of intent, financial summary, or existing contracts and leases to your consultation, so the review starts with real paperwork.

To begin, contact KEW Legal online, call 305-990-2300, or send a message describing the business and the transaction.