Ongoing Legal Counsel for Small Businesses in South Florida

General Counsel for Small Business in Miami-Dade, Florida

For a small business, general counsel is the lawyer who handles ongoing legal questions without a full in-house legal department. Outside general counsel is that role, filled by a law firm under a written engagement. This page explains what the service covers, how it works from first call to signed engagement, and who it fits. KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach.

What Outside General Counsel Means for a Small Business

Outside general counsel is a lawyer or firm that advises your company on an ongoing basis without being a salaried employee.

An in-house general counsel works for the company as a staff member. A litigation attorney usually comes in after a lawsuit is already filed. Many owners only call a lawyer once a problem has grown. Outside general counsel works earlier. The lawyer reviews a contract, lease, or employee decision before it becomes a dispute.

The lawyer serves as the main point of contact for legal questions. That covers everyday issues and the bigger ones, such as adding a partner, selling, or hiring.

The relationship starts with a written engagement letter. The letter sets the scope, the fee terms, and what is excluded. Read it closely. It shows which problems the firm will and won’t handle. No lawyer can prevent every dispute, but a written scope keeps expectations clear.

Who This Service Is For

This service fits owners who sign agreements often but have no legal department to review them. It also fits partners, employers, and investors who face the issues below.

• Owners who sign contracts regularly. Vendor, customer, and service agreements add up. A review before signing gives you a chance to address terms before they become the subject of a dispute.
• Co-owners and partners. Disagreements over money, direction, or buy-sell terms need clear rules and a plan.
• Employers. You need workable policies, careful discipline records, and documented separations under Florida and federal law.
• Investors and property owners. If you lease space, manage tenants, or plan an acquisition or sale, you need legal review at each step.
• Owners who live outside Florida. A Florida business or building still needs a local legal contact.

Ask yourself one question. Would a mistake in this area be expensive to undo? If so, the issue is a good candidate for counsel now.

What the Service Covers

Outside general counsel covers the legal questions that come up while you run, fund, and exit a business. Your engagement letter sets the exact list for your company.

• Contracts and vendor disputes. We draft and review vendor, customer, and service agreements. We also handle payment and performance disagreements.
• Partnership disputes. We review operating agreements and shareholder terms. We address deadlock and a partner who takes money, clients, or opportunities. Florida’s default rules for LLCs (Chapter 605) and for corporations (Chapter 607) matter here. Under Fla. Stat. § 605.0407, an LLC is member-managed unless its articles of organization or its operating agreement expressly provide that it is manager-managed. Fla. Stat. § 605.0702 sets out the grounds on which a court may dissolve an LLC, including deadlock among members or managers, and addresses how a deadlock sale provision in the company’s governing documents bears on that remedy.
• Employment matters for employers. We help with handbooks, offer and termination paperwork, and responses to employee claims. Fla. Stat. § 542.335 provides that a court shall not enforce a restrictive covenant unless it is set forth in a writing signed by the person against whom enforcement is sought.
• Leases and commercial evictions. We review and negotiate leases, prepare default notices, and bring possession actions, including for owners who live abroad.
• Buying, selling, and succession. We support due diligence, draft purchase and sale documents, and plan ownership transfers.
• Investment property tied to the business. This covers acquisitions, financing terms, and how property is held.

Matters outside these areas are flagged at intake. Where another lawyer or firm may be the better fit, we say so in writing.

How the Engagement Works, Step by Step

The process starts with a consultation, moves to a written engagement, and then to document review.

1. Consultation. We discuss your business, the open legal questions, the documents involved, and the decision you face.
2. Scope and fee terms. A written engagement letter lists the services, the fee structure, and every cost you may owe, such as filing or recording fees. Review it before work begins.
3. Document and issue review. We gather contracts, leases, ownership records, and correspondence. Then we identify risks and options. For entity questions, the Florida Division of Corporations’ entity search shows official filing and status information for registered Florida entities.
4. Ongoing counsel. The agreed scope can cover advice on recurring questions and on issues identified during the engagement.
5. Escalation or resolution. Disputes move to negotiation, demand letters, mediation, or court as the matter requires. You make the decisions at each stage.

Mediation can matter if a dispute reaches court. Under Fla. Stat. § 44.102, when one party requests it, a court shall refer a filed civil action for monetary damages to mediation, provided the requesting party is willing and able to pay the mediation costs or the costs can be equitably divided between the parties, subject to the exceptions the statute lists. Landlord and tenant disputes without a personal injury claim are one exception. Fla. Stat. § 44.405 makes mediation communications generally confidential, subject to the exceptions it lists.

Timing depends on the matter. We don’t promise a timeline or an outcome before we review your facts.

Why KEW Legal for Outside General Counsel

KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. The firm focuses on business matters for owners and investors across Miami-Dade and South Florida.

• Our offices. KEW Legal’s offices are in Coral Gables and Sunny Isles Beach, and business owners from Miami, Aventura, Doral, Brickell, Fort Lauderdale, and elsewhere in Broward County are welcome to schedule a consultation at either office.
• One firm for the business and its property. Partnerships, LLCs, corporations, leases, and investment property often overlap. One engagement can cover the business and property matters that the engagement letter lists.
• Written scope. Engagement letters list covered matters, excluded matters, and any referral.
• Statute-based advice. Our advice explains the Florida statute that applies to the issue at hand. Under Fla. Stat. § 83.05, a landlord may recover possession only through the routes the statute lists. Because changing the locks is not among those listed routes, it is not a statutory way to recover possession.
• Owners who live abroad. Under Fla. Stat. § 83.21, a complaint for removal of a tenant of nonresidential premises is filed in the county where the premises are located. That complaint generally goes to county court, but under Fla. Stat. § 34.011 an exception applies when the amount in controversy exceeds the county court limit or the circuit court otherwise has jurisdiction. KEW Legal can serve as the local counsel contact for that Florida property.

This page describes what the firm does and where it works. It does not rank the firm or predict results.

Common Questions About General Counsel for Small Business

Outside general counsel is an ongoing relationship, while a litigation lawyer usually handles one dispute.

Talk Through Your Business’s Legal Questions With KEW Legal

If a partner dispute, a lease default, or a vendor contract that isn’t performing has your business stuck, call 305-990-2300 or send us a message to schedule a consultation at our Coral Gables or Sunny Isles Beach office. We’ll review your facts and options with you, and we won’t promise an outcome.