{"id":2915,"date":"2026-10-23T04:42:32","date_gmt":"2026-10-23T04:42:32","guid":{"rendered":"https:\/\/kewlegal.com\/resources\/outside-general-counsel-for-businesses\/outside-general-counsel-for-startups-miami\/"},"modified":"2026-10-27T14:41:08","modified_gmt":"2026-10-27T14:41:08","slug":"outside-general-counsel-for-startups-miami","status":"publish","type":"page","link":"https:\/\/kewlegal.com\/resources\/outside-general-counsel-for-businesses\/outside-general-counsel-for-startups-miami\/","title":{"rendered":"Outside General Counsel for Startups Miami | KEW Legal"},"content":{"rendered":"\n
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Outside General Counsel for Startups | Miami<\/p>

Steady legal support for your startup, from day one<\/h1>

KEW Legal acts as outside general counsel for founders and growing companies across Miami-Dade and Broward, with a practice that covers partnership questions, vendor contracts, employment, commercial leases and business transitions.<\/p>

Schedule a free consultation<\/a><\/div>
Schedule a free consultation<\/a><\/div><\/div>\n<\/div><\/div>\n\n\n\n
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Working with KEW Legal<\/h2>\n

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Free<\/h3>

Confidential first consultation with no obligation to continue<\/p><\/div>

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Offices in Coral Gables and Sunny Isles Beach<\/p><\/div><\/div>\n\n<\/div>\n\n\n

By Kristina E. Wilson \u00b7 Published October 23, 2026<\/p>\n\n

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Outside general counsel for startups in Miami is a business lawyer you keep on call for a company’s ongoing legal questions. Instead of one filing or one contract, you get steady advice on founder decisions, agreements, and hiring. KEW Legal provides this support to business owners and investors from its Coral Gables office, with a second office in Sunny Isles Beach.<\/p>\n

What outside general counsel means for an early-stage company<\/h2>\n

Outside general counsel is ongoing legal support for a company’s everyday business questions. It is not a one-time project. The company keeps a lawyer who learns its documents and history over time.<\/p>\n

Early-stage companies often can’t justify a full-time in-house lawyer yet. Still, legal questions arrive early and often. Who owns what? What can a co-founder do? Is this vendor contract safe to sign?<\/p>\n

This arrangement suits founders and operators of two- and three-founder companies in Miami-Dade and Broward County. It also suits investors who hold interests in young businesses.<\/p>\n

KEW Legal focuses on business law for owners and investors. Kristina E. Wilson, one of the firm’s lawyers, is responsible for this page’s content.<\/p>\n\n

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If a co-founder wants out, or your operating agreement needs attention before the next investor meeting, we can talk it through with you. Talk it through with our team — the first consultation is free, confidential, and carries no obligation.<\/p>

Get a free consultation<\/a><\/div>
Get a free consultation<\/a><\/div><\/div>\n<\/div>\n\n
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Founder and partner disputes<\/h2>\n

Founder disputes usually start with unclear roles. The fix starts with the company’s paperwork.<\/p>\n

In a Florida LLC, the operating agreement governs relations among members and how the company runs. Where the agreement is silent, the LLC statute fills the gap (Fla. Stat. \u00a7 605.0105<\/a>).<\/p>\n

Voting rules matter too. In a member-managed LLC, a majority-in-interest vote generally decides most acts (Fla. Stat. \u00a7 605.04073<\/a>).<\/p>\n

A member’s ability to withdraw is governed first by the operating agreement, which controls relations among members (Fla. Stat. \u00a7 605.0105(1)<\/a>(a)).<\/p>\n

Typical options include negotiated buyout terms, written role changes, mediation, and litigation as a last resort. In money-damages cases, a court must send the case to mediation when one party asks, provided the requesting party is willing and able to pay the costs of the mediation or the costs can be equitably divided between the parties, subject to listed exceptions (Fla. Stat. \u00a7 44.102<\/a>). Fla. Stat. \u00a7 44.102<\/a> reads: “(2) A court, under rules adopted by the Supreme Court: (a) Must, upon request of one party, refer to mediation any filed civil action for monetary damages, provided the requesting party is willing and able to pay the costs of the mediation or the costs can be equitably divided between the parties, unless: 1.” Early, documented steps usually leave more choices open than waiting for a filed dispute.<\/p>\n

Operating agreements and governance documents<\/h2>\n

An operating agreement sets the rules for how a Florida LLC’s owners share value, vote, and make decisions.<\/p>\n

Key terms include membership interests, voting rights, capital contributions, and who can act for the company. Vesting schedules and buy-sell provisions decide what happens to a founder’s interest when that founder leaves.<\/p>\n

Capital promises need care. A promise to contribute is enforceable only if it is in a writing the person signed (Fla. Stat. \u00a7 605.0403<\/a>). The agreement can also set penalties for a member who fails to contribute, such as a forced sale or forfeiture.<\/p>\n

A member is bound by the operating agreement even without signing it (Fla. Stat. \u00a7 605.0106<\/a>). A member is bound by and may enforce the operating agreement even without signing it (Fla. Stat. \u00a7 605.0106<\/a>). The rule that the operating agreement may be amended only with the consent of all members is in a different section, \u00a7 605.04073(1)(d)<\/a>, not \u00a7 605.0106<\/a>.<\/p>\n

A departing founder can still owe debts from the time they were a member. Dissociation does not, by itself, end those liabilities (Fla. Stat. \u00a7 605.0603<\/a>).<\/p>\n

Florida LLCs also keep active status by filing annual reports. The Florida Division of Corporations FAQ<\/a> explains these filing duties. Formation questions are fact-specific, so the firm reviews each company’s documents before recommending changes.<\/p>\n

Investor, vendor and client contracts<\/h2>\n

A startup should review important contracts before signing, because early terms often shape later deals.<\/p>\n

Common agreements include investor documents, promissory notes, vendor and software agreements, service contracts, and client agreements. Review focuses on payment terms, liability limits, indemnity, termination rights, intellectual property ownership, and confidentiality. A clause that looks minor at signing can control a later dispute.<\/p>\n

A written contract also limits some other claims.<\/p>\n

If a vendor sends a demand letter, the firm can review the demand, the contract, and the proposed response before you reply.<\/p>\n

Early hiring and employment questions<\/h2>\n

Florida employment is generally at will, but an employer may not end employment for a reason the law prohibits. Retaliation and unlawful discrimination are examples of prohibited reasons (Laguerre v. Palm Beach Newspapers<\/a>).<\/p>\n

Florida’s Whistle-Blower’s Act bars retaliation against an employee who objects to, or refuses to join, a practice that violates a law, rule or regulation (Fla. Stat. \u00a7 448.102<\/a>). Under Florida’s whistleblower act, an employee who objected to or refused to participate in an employer’s activity, policy, or practice that violates a law, rule, or regulation is protected from retaliatory personnel action (Fla. Stat. \u00a7\u00a7 448.102(3)<\/a>, 448.103<\/a>). Under \u00a7 448.103<\/a>, an employee may not recover if the retaliatory personnel action was predicated upon a ground other than the employee’s exercise of a right protected by this act (Gessner v. Southern Co.<\/a>).<\/p>\n

Handbook policies usually do not form a contract. A manual creates enforceable contract rights only if it says it is a separate employment contract (Quaker Oats Co. v. Jewell<\/a>).<\/p>\n

Pay rules matter at hiring. Whether a worker is an employee or an independent contractor depends on the facts.<\/p>\n

How the engagement starts and runs<\/h2>\n

The first consultation is free, confidential, and comes with no obligation to continue.<\/p>\n