Buying or Selling a Business? Get Legal Counsel Before You Sign.

A business acquisition and sale lawyer guides a buyer or seller through the deal. That includes choosing the deal structure, checking the risks, and drafting the paperwork so the sale closes as agreed. KEW Legal focuses on these matters for business owners and investors in Aventura, Sunny Isles Beach, Coral Gables, and across Miami-Dade and South Florida.

Kristina E. Wilson is the attorney responsible for this page. Our team supports her with the day-to-day work of the practice.

What a business acquisition and sale lawyer does

A sale lawyer reviews the deal from start to finish. The work usually covers:

• Reviewing the seller’s entity records, contracts, leases, and tax status.
• Choosing whether the deal should be an asset sale, a stock sale, or a membership-interest sale.
• Drafting and negotiating the letter of intent and the final purchase agreement.
• Checking for debts, tax problems, and transfer limits before closing.
• Handling restrictions the seller agrees to, such as a promise not to compete.

This work fits buyers, sellers, and investors who want the deal done right the first time.

Asset sale or stock sale: why the structure matters

The deal structure decides what the buyer gets and how the sale is taxed. An asset sale transfers specific property, contracts, and equipment. A stock or membership-interest sale transfers the ownership itself.

Federal tax rules treat these deals differently. IRC § 338 provides that when a purchasing corporation makes an election under that section (or is treated under subsection (e) as having made one), then, in the case of any qualified stock purchase, the target corporation is treated as having sold all of its assets at the close of the acquisition date at fair market value in a single transaction, and as a new corporation that purchased those assets as of the beginning of the day after the acquisition date. That is why the choice of structure needs review before the price is set.

Ownership transfers also have state rules:

• LLC membership interests: Under Fla. Stat. § 605.0502, a transferee gets the right to distributions. The transferee does not get management rights, or access to company records, just from the transfer, except that in a dissolution and winding up the transferee is entitled to an account of the company’s transactions from the date of dissolution.
• Operating agreement limits: A transfer that breaks an operating agreement restriction is ineffective against anyone who knew about the restriction when the transfer happened.
• Corporate shares: Under Fla. Stat. § 607.0627, a share restriction can require the holder to offer the shares to the corporation or others first. A restriction binds a buyer if it is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement. Fla. Stat. § 607.0627 reads: “Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.”

Many buyers miss the last point. A buyer who never sees the restriction may not be bound by it. A seller who skips it may find the sale blocked later.

The IRS business structures guidance explains that the federal tax classification of an entity affects its sale and succession.

Successor tax liability: can a buyer inherit the seller’s unpaid tax?

Yes, a buyer can become liable for the seller’s unpaid Florida tax. Under Fla. Stat. § 213.758, a transferee of more than 50 percent of a business, its assets, or its stock of goods is liable for unpaid tax the transferor owed from operating that business. Fla. Stat. § 213.758 reads: “(4)(a) A transferee, or a group of transferees acting in concert, of more than 50 percent of a business, assets of a business, or stock of goods of a business is liable for any unpaid tax owed by the transferor arising from the operation of that business unless: 1.a.”

The liability does not apply if the transferor gives the transferee a receipt or certificate of compliance from the Florida Department of Revenue showing no audit notice, all returns filed and all tax paid, and there were no insiders in common between the transferor and the transferee at the time of the transfer. Liability also does not apply if the department finds, after an audit, that the transferor is not liable for taxes, interest, or penalties. That document shows the seller has filed its returns and paid its tax.

• The rule is broad. A “transfer” covers any direct or indirect way of parting with the business. It is not limited to asset sales.
• The seller has a deadline. A seller that is liable for taxes on its business and transfers it must file a final return and make full payment within 15 days after the date of transfer.
• Forced sales are different. The rule does not apply to an involuntary transfer, such as a transfer made without the seller’s consent through foreclosure of a security interest held by a person who is not an insider.

The most common mistake is closing without asking for the Department of Revenue document. A buyer who skips that step can take on the seller’s old tax bill.

Non-competes and seller restrictions

A seller can agree not to compete with the buyer. Florida courts enforce these promises only when they meet the rules in Fla. Stat. § 542.335.

Under that statute:

• A court will not enforce a restrictive covenant unless it is in a writing signed by the person against whom enforcement is sought.
• The party seeking enforcement must prove a legitimate business interest, such as customer goodwill.
• If a restraint is overbroad or overlong, the court can modify it and grant only the relief reasonably necessary.
• The statute sets separate rules on reasonable time for covenants given by a seller of a business or its equity interests.

Drafting matters here. Drafting matters here. A court must construe a restrictive covenant in favor of providing reasonable protection to the legitimate business interests established by the person seeking enforcement, and may not construe it narrowly, against the restraint, or against the drafter. The seller should also understand what it is agreeing to give up.

Disputes, deadlines, and arbitration clauses

Sale agreements often include a plan for disputes. Under Fla. Stat. § 682.02, a written agreement to arbitrate existing or future disputes is valid and enforceable, except on grounds that exist at law or in equity for revoking a contract. A court decides whether an arbitration agreement exists.

Deadlines to sue also matter. It is worth reviewing the timing of a dispute early. Waiting on a claim can cost you the right to bring it, so review deadlines early.

Federal review, trademarks, and inventory

Some larger deals need federal review before they close. The filing applies only when the statute’s size tests are met.

Brand-heavy businesses should check trademarks too. The assignment must be in writing.

If the sale includes inventory, the paperwork matters. Under Fla. Stat. § 672.201, a contract for goods priced at $500 or more is not enforceable unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought, subject to the statute’s exceptions. Get the terms in writing.

How the process works

1. Share the basic deal facts. Tell us the business type, the deal you have in mind, and any open issues like leases, partners, or taxes.
2. Review the records. We look at entity filings, contracts, leases, tax status, and any existing agreements among owners.
3. Pick the structure. We compare asset, stock, and membership-interest options and their tax and transfer effects.
4. Negotiate and draft. We prepare the letter of intent and the purchase agreement, including covenants, arbitration terms, and closing conditions.
5. Check for hidden liabilities. Before closing, we confirm tax clearance and any transfer approvals or restrictions.
6. Close and file. After closing, the seller’s final return and payment duties under the tax statute apply within 15 days after the transfer.

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

Why work with KEW Legal on a sale

KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. The firm acts as outside general counsel for business owners and investors across Miami-Dade and South Florida.

The business acquisition and sale work sits alongside partnership disputes, vendor and contract issues, commercial leases, employment questions, and succession planning. That matters when a sale touches several of these areas at once. Support staff help keep the process organized.

Common questions about business acquisition and sale matters

The buyer can avoid that liability if the seller provides a Department of Revenue receipt or certificate of compliance showing no notice of audit, all returns filed, and all tax paid, and there were no insiders in common between the seller and the buyer at the time of the transfer; alternatively, the buyer can avoid it if the department finds after an audit that the seller is not liable for taxes, interest, or penalties.