Business Acquisition and Sale Lawyers in Miami-Dade County

If you need business acquisition and sale lawyers in Miami-Dade County, KEW Legal focuses on deals where a company changes hands. The firm works with owners, investors, and buyers from the first letter of intent through closing. This page explains how these deals are built, which structure fits, and what to gather before a first meeting. KEW Legal’s offices are in Coral Gables and Sunny Isles Beach, and the firm can be reached at 305-990-2300.

What Business Acquisition and Sale Counsel Covers

Acquisition and sale counsel handles the legal side of buying or selling an existing company. The lawyer drafts and negotiates the deal documents and checks the business for legal problems before money changes hands.

This work fits several kinds of clients:

• Founders selling a company they built
• Family-owned businesses moving ownership to a buyer inside or outside the family
• Investors and buyers acquiring a restaurant, service company, or other operating business
• Co-owners who need to buy out a partner

The service covers the full path. That includes review of the letter of intent, due diligence, the purchase agreement, closing, and the transfer steps after closing.

Counsel does not set the price. Valuation and financial modeling belong to accountants and financial advisors, and counsel works alongside them.

KEW Legal also serves as outside general counsel for business owners and investors. That role matters in a sale. The leases, vendor contracts, and employee agreements tied to the business often need review when ownership changes.

Asset Sale or Stock Sale: Which Structure Fits?

In an asset sale, the buyer chooses which assets and liabilities it takes on. In a stock or membership-interest sale, the buyer acquires the owners’ interests, and the company keeps its contracts, debts, and history.

Asset sale

• The buyer can leave behind debts and claims it doesn’t want.
• Contracts, leases, licenses, and permits often need the other side’s consent to transfer.
• Each asset may need its own transfer document.

Stock or membership-interest sale

• The company stays in place, so its contracts usually stay with it, subject to their own terms.
• The buyer inherits known and unknown liabilities, which makes review more important.
• Transfer rules depend on the entity type.

Florida entity type shapes the choice. A corporation’s share transfer limits can appear in its articles, bylaws, or a shareholder agreement. Unless the restriction is noted on the certificate or in the information statement, a buyer without knowledge of it may not be bound, under Fla. Stat. § 607.0627. A transfer of an LLC interest does not by itself give the buyer a management role, under Fla. Stat. § 605.0502.

Tax results also differ. The IRS explains how entity structure affects federal filing and reporting. Confirm tax effects with a tax professional before you sign.

How a Deal Moves from Letter of Intent to Closing

A typical deal moves through five stages, from a letter of intent to closing. Timing varies widely, so no closing date can be promised in advance.

1. Letter of intent. This sets the price range, exclusivity, and confidentiality. Read which sections say they are binding.
2. Due diligence. The buyer reviews the business. The letter of intent usually sets how long this runs.
3. Purchase agreement. Counsel drafts the main contract and the disclosure schedules that list exceptions to the seller’s promises.
4. Conditions. Third-party consents, landlord approvals, and required filings must come first.
5. Closing. Funds move, documents are signed, and ownership changes hands.

Some larger deals need a federal premerger filing. Depending on its size and structure, an acquisition may be subject to federal premerger notification requirements that can affect when the deal is able to close. Check this early, because it can change the timeline.

What Gets Reviewed in Due Diligence

Due diligence is the buyer’s review of the business before closing. It shapes both the price and the seller’s disclosures.

• Corporate records. Formation documents, ownership records, operating agreements, shareholder or partner agreements, and minutes.
• Contracts. Customer and vendor agreements, especially clauses triggered by a change of control or limits on assignment.
• Commercial leases. Term, assignment rights, default history, and whether the landlord must consent.
• Employment matters. Employee agreements, worker classification, and pending claims.
• Litigation, liens, and filings. Pending disputes, UCC liens, and open regulatory items.

Entity status is a basic check. It is confirmed against the Florida Division of Corporations (Sunbiz) records for Florida entities.

Each item matters for a reason. A lease that can’t be assigned can stall a deal. An undisclosed lawsuit can change the price or lead to a claim after closing.

Key Terms in the Purchase Agreement

The purchase agreement sets the price, the seller’s promises, and how claims work after closing. Each term shifts risk between the buyer and seller.

• Price and payment. Earnouts tie part of the price to future performance. Escrow and holdbacks set money aside for claims. Both create timing and dispute risk.
• Representations and warranties. The seller states facts about the business. Disclosure schedules list the exceptions, and anything left out can become a claim.
• Indemnification. This governs post-closing claims, including survival periods, caps, and baskets (minimum loss amounts before a claim pays).
• Restrictive covenants. A court will not enforce a non-compete or non-solicitation term unless it is in a writing signed by the person bound, under Fla. Stat. § 542.335. A court must also narrow an overbroad restraint to what is reasonably necessary.
• Filing deadlines. A contract clause cannot shorten the time to sue. Under Fla. Stat. § 95.03, a shorter contract period is void. Filing deadlines generally come from Fla. Stat. § 95.11.

These terms are common, but every agreement depends on the facts of its own deal.

Closing, Transfers, and Post-Closing Issues

Closing ends the deal on paper, but transfers and obligations continue afterward. Plan for them before the signing date.

Closing documents usually include bills of sale for asset deals, assignment and assumption agreements, officer certificates, and updated ownership records. After closing, leases, licenses, permits, bank accounts, and vendor accounts each need their own transfer or notice.

Florida tax exposure is a serious issue. Under Fla. Stat. § 213.758, a buyer may withhold part of the price to pay the seller’s state tax and must pay that amount to the state within 30 days after the transfer. If the withholding falls short, the seller remains liable for the difference. A buyer of more than 50 percent of a business can also be jointly liable up to its maximum liability. Confirm tax clearance steps with a tax professional.

Post-closing duties may include earnout reporting, indemnity claim periods, and non-compete compliance. If a dispute arises after closing, KEW Legal also handles business contract and vendor disputes and partnership disputes.

Why KEW Legal, and Common Questions Before You Sign

KEW Legal serves as outside general counsel for business owners and investors. The firm has offices in Coral Gables and Sunny Isles Beach, and its work covers Miami-Dade County, Broward County, and South Florida.

For an acquisition, the firm’s work can include:

• Reviewing letters of intent before signing
• Coordinating due diligence requests and reviewing the results
• Drafting and negotiating purchase agreements and disclosure schedules
• Supporting closing and the transfer steps that follow

This page makes no claims about rankings, awards, or results. Each deal turns on its own facts.

Do I need a lawyer if the buyer’s counsel drafts the agreement?

Yes, your own lawyer can review the draft for your side of the risk. The buyer’s counsel works for the buyer.

Can I sell if my lease requires landlord consent?

Lease terms control the answer. Check the assignment clause early, because landlord consent often sits on the path to closing.

What does a letter of intent bind me to?

The wording controls. Sections that state they are binding are the ones that create obligations.

Should I involve a lawyer before signing a letter of intent?

Many owners do, because the letter often sets exclusivity and confidentiality terms. Ask a lawyer to review it first.

What should I bring to a first consultation?

Bring the draft letter of intent, recent financial statements, entity documents, key customer and vendor contracts, and your lease.

If you’re weighing a letter of intent or a deal structure before you sign, reach out to KEW Legal through the contact page to talk through the terms in front of you.