Buying a Business in Miami? Review What You're Buying Before You Close.

If you need outside general counsel for buyers due diligence Miami, the legal review starts before you sign. An outside general counsel reviews the company you plan to buy and then stays on as its business lawyer. KEW Legal reviews these deals for buyers of Florida businesses in Miami-Dade and Broward County. Our offices are in Coral Gables and Sunny Isles Beach. This page explains what gets reviewed, how the process works, and what you receive.

What Outside General Counsel Means for a Business Buyer

Outside general counsel is an ongoing business lawyer who handles a company’s legal matters without an in-house legal department.

Many business owners don’t employ a lawyer full time. They call an outside lawyer when a contract, a lease, or an employee problem comes up. A buyer can use that same role before the purchase closes.

Why not rely on the seller’s documents alone? The seller chooses what to share and how to describe it. A seller’s binder is a starting point. It is not an independent check against the terms you are about to sign.

This fits buyers of operating businesses in Miami-Dade and Broward County. It also fits buyers purchasing from a seller who lives abroad or who has stepped away from the day-to-day running of the company.

The work touches five of our practice areas: business acquisition and sale, business contracts and vendor disputes, commercial leases, employment law for employers, and partnership matters. Each one ties to a specific risk in the deal.

What Due Diligence Review Covers

Due diligence is the review of a company’s contracts, leases, employees, ownership records, and pending disputes before you buy it.

• Customer, vendor, and supplier contracts: assignment clauses, termination rights, exclusivity, deposits, and terms that change when ownership changes.
• Commercial leases: the remaining term, renewal options, whether the lease can move to you without landlord consent, and any personal liability the owner carries. If a tenant falls behind, Florida law lets a landlord recover possession of commercial space only through a court action, a surrender, or abandonment (Fla. Stat. § 83.05).
• Employees: written agreements, how workers are classified, wage and final-paycheck practices, and any pending claims. A handbook is usually not a contract.
• Ownership records: the operating agreement or bylaws, the member or shareholder list, and transfer limits. A share transfer restriction is enforceable against the holder or a transferee when it is authorized by statute and its existence is noted conspicuously on the front or back of the certificate or in the information statement; unless so noted, it is not enforceable against a person without knowledge of the restriction (Fla. Stat. § 607.0627).
• Real estate and disputes: property in the deal, reviewed for lease and use issues, plus any vendor, partner, or landlord disagreement and what it could cost you.

The review follows your deal structure. A membership interest, a share purchase, and an asset purchase each put different records in front of you.

How the Engagement Works, Step by Step

You start with a first consultation. Then the review moves through a document request, a written summary, and closing support.

1. First consultation. We review the deal, the seller, and the documents that exist. You can start through our contact page.
2. Document request. We send the seller or broker a list organized by category: contracts, leases, employees, ownership, and disputes.
3. Review. We read the documents against your deal structure. We send questions back on gaps and inconsistencies.
4. Written summary. Findings are ranked by risk, with recommended next steps.
5. Purchase agreement support. We help with representations, indemnities, and closing conditions tied to the findings.
6. Closing and transition. We coordinate closing and the transfer of contracts, leases, and employee records.

How long this takes depends on the size of the business, the number of documents, and how quickly the seller responds.

Issues Buyers Often Find and How They Are Handled

Common findings include leases that can’t move to you, contracts you inherit, and ownership paperwork that was never finished.

• Leases that need landlord consent to assign, or that expire soon after closing.
• Vendor contracts with deposits, automatic renewals, or early-termination fees the buyer inherits.
• Employee gaps, such as missing agreements or unclear overtime and final-pay practices.
• Ownership gaps, such as an unsigned operating agreement or a partner who has not approved the sale.
• Seller non-competes. A court will not enforce a restrictive covenant unless it is in a writing signed by the person it binds (Fla. Stat. § 542.335). Fla. Stat. § 542.335 reads: “In any action concerning enforcement of a restrictive covenant: (a) 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.”
• Unpaid seller state tax. Fla. Stat. § 542.335 does not address a buyer’s liability for a seller’s unpaid state tax. It covers enforcing contracts that restrict or prohibit competition, as long as they are reasonable in time, area, and line of business. One way a transferee avoids that liability is if the transferor provides the transferee a receipt or certificate of compliance from the department showing that the transferor has not received a notice of audit, has filed all required tax returns, and has paid all tax arising from the operation of the business identified on the returns filed, and there were no insiders in common between the transferor and the transferee at the time of the transfer (Fla. Stat. § 213.758).
• Foreign sellers of U.S. property. Under 26 U.S.C. 1445, unless an exemption applies, the transferee must deduct and withhold 15 percent of the amount realized when a foreign person disposes of a United States real property interest.

Findings can lead to a lower price, changed terms, seller fixes before closing, or a decision not to proceed. We report what the documents show. We do not promise how any negotiation will end.

Staying On as Outside General Counsel After Closing

Yes, the same lawyer can keep handling your company’s legal matters after the purchase closes.

After closing, that work usually covers contract management, lease administration, vendor disputes, and employment questions as they arise. A lawyer who reviewed the deal already knows the company’s documents. That saves time when a new question comes up.

If you bring in co-owners or investors, partnership matters become part of the job.

The arrangement can be set up matter by matter or as ongoing outside counsel. The terms are confirmed in writing.

Why Buyers Work With KEW Legal

KEW Legal is a Florida business law firm that focuses on business matters. It offers outside general counsel for buyers due diligence Miami deals need, with offices in Coral Gables and Sunny Isles Beach.

• Lawyers: Kristina E. Wilson is the responsible lawyer for this page. Our lawyers include Kristina E. Wilson and Natalie Martinez, who handle business matters across the practice areas above.
• Continuity: the same lawyer can carry the review through closing and into contract and lease administration.
• Deal-structure focus: the review is organized around membership interests, corporate shares, or asset purchases.
• One engagement: contracts, leases, employees, ownership, disputes, and real estate in the deal are covered together.
• Plain-language findings: written summaries that you and your own financial advisors can act on.
• Service area: buyers in Miami, Coral Gables, Brickell, Doral, Aventura, Sunny Isles Beach, Fort Lauderdale, and Broward County.

Frequently Asked Questions

Short answers to the questions buyers ask most often.