Buying or Selling a Business in South Florida? Get Counsel at Every Stage

Business Acquisition and Sale Lawyers Serving Broward County

KEW Legal is a Florida business law firm that handles the legal side of buying and selling companies, including deals involving Broward County businesses. The firm’s offices are in Coral Gables and Sunny Isles Beach, and it serves Broward clients from those offices. KEW Legal does not maintain an office in Broward County.

A business sale or purchase is a set of legal documents, not a single signing. The terms set early in a deal often decide who keeps which liabilities, how the price gets paid, and what the seller can do afterward. This page explains who this work is for, what it covers, how a deal moves, and what to review before you sign.

Who Our Business Acquisition and Sale Work Is For

Our acquisition and sale work serves business owners and investors who are buying, selling, or transferring a company. We are a business law practice, not a residential or consumer practice. We represent the party that hires us, so the review is built around your side of the deal.

This work fits you if you are:

• A company owner selling the whole business, a partial interest, or specific assets
• A founder planning an exit who wants the deal terms reviewed early
• A buyer or investor acquiring an existing operating business in Broward County or elsewhere in South Florida
• An owner who wants outside general counsel involved from the letter of intent through closing

Outside general counsel means we also handle the business’s ongoing legal questions. Your deal does not have to stand alone.

What Our Acquisition and Sale Representation Covers

We cover the documents and terms that decide who owns what, who pays which liabilities, and how the price gets paid.

• Letters of intent. We review which terms are binding and which are not, including exclusivity and confidentiality.
• Asset or equity structure. An asset purchase agreement and a stock or membership interest purchase agreement move liabilities in different ways. Tax treatment can change the answer too. Under IRC § 338, a qualified stock purchase can be treated as an asset acquisition for the target corporation.
• Price structure. We review earn-outs, seller financing, escrow, and holdbacks. Under Fla. Stat. § 201.08, a promissory note made or delivered in Florida is taxed at 35 cents per $100 of debt, capped at $2,450 per document. Seller notes need that cost built into the budget.
• Representations and indemnification. These set what the seller promises about the business and how much each side can recover. Caps and survival periods decide how long those promises last.
• Non-compete covenants. Under Fla. Stat. § 542.335, 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 also show a legitimate business interest. An overbroad restraint must be modified, not enforced as written.
• Leases, vendor contracts, and licenses. We review assignment and consent terms so the business keeps the locations and suppliers it relies on.

How a Broward County Sale or Acquisition Moves Forward

A sale usually moves through five stages, from first call to closing. Each stage sets terms that shape the next one.

1. Initial consultation. We identify the deal structure, the parties, and your timing goals.
2. Letter of intent. We review and negotiate price, exclusivity, and confidentiality terms.
3. Due diligence. We review corporate records, contracts, leases, employment files, litigation, and tax filings. We also check the target entity’s status with Sunbiz, the Florida Division of Corporations.
4. Definitive agreement. We draft or negotiate the purchase agreement and disclosure schedules.
5. Closing. We prepare the closing checklist, transfer documents, and post-closing obligations.

Timelines depend on deal size, the scope of diligence, and third-party consents. We do not promise a closing date. Unless an exemption applies, federal premerger law bars acquiring voting securities or assets of another person until both parties file notification and a waiting period has expired. This applies when the statute’s conditions are met, such as a party being engaged in commerce and the deal exceeding dollar thresholds that are adjusted each fiscal year, so we check deal size and parties early.

Risks We Review Before You Sign

Serious deal risks often sit in records and contracts, not in the headline price. These are the points we check first in Florida deals.

• Successor tax liability. Under Fla. Stat. § 213.758, a buyer of more than 50 percent of a business, its assets, or its stock of goods can be liable for the seller’s unpaid tax from running that business. The buyer is protected when the seller provides a receipt or certificate of compliance from the Florida Department of Revenue.
• Divisions are not treated as separate businesses. Under Fla. Stat. § 213.758, a discrete division or portion of a business that is not a separate legal entity is not a separate business and must be aggregated with the other parts of that business.
• Seller-side challenges. In some circumstances, a seller’s creditors may try to challenge a sale of business assets as a fraudulent transfer. This is one reason buyers review the seller’s debts and pending claims before closing. Sellers facing claims should review timing before they sign.
• LLC interests. Under Fla. Stat. § 605.0304, an LLC’s debts belong to the company alone. A member or manager is not personally liable just for holding that role. Buyers still review the company’s own contracts and claims.
• Trademarks. Under federal trademark law, assignments must be made by instruments in writing that are duly executed. It should be recorded with the USPTO within 3 months after the assignment date, or before a later buyer purchases.
• Change-of-control clauses. Leases, vendor agreements, and financing documents may end or change when ownership changes.

Why Work With KEW Legal on a Broward County Deal

KEW Legal works as outside general counsel, so the sale is reviewed alongside the business’s contracts, leases, and employment matters. Our practice focuses on business law for owners and investors, including acquisitions, sales, contracts, commercial leases, employment, and succession.

• Offices: KEW Legal’s offices are in Coral Gables and Sunny Isles Beach, Florida. We serve Broward County clients from those offices. We do not maintain an office in Broward County.
• Responsible firm: KEW Legal, with offices in Coral Gables and Sunny Isles Beach, Florida.
• Referrals: If a matter may be referred to another lawyer or firm, we will say so before any engagement.
• Fees: Fees and costs, including any filing or third-party charges, are disclosed in writing before you engage us.

Frequently Asked Questions About Buying or Selling a Business in Broward County

Talk With KEW Legal About Your Pending Sale or Acquisition

If a letter of intent is on the table for your Broward County company, the terms you review now can shape the deal. Call 305-990-2300 or send us a message to schedule a consultation about your transaction. Our offices are in Coral Gables and Sunny Isles Beach.