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Don’t Buy a Business Without a Business Attorney: A Miami-Dade Buyer’s Guide

Why a Business Attorney Is Non-Negotiable for Buyers

• Protect your downside by drafting/negotiating the purchase agreement to shift unknown or pre-closing liabilities away from you.
• Turn vague promises into enforceable obligations, especially around financial accuracy, transition support, and non-compete restrictions.
• Align the moving parts—entity formation, financing, lease assignment, licenses, vendor contracts, customer agreements, and closing timeline—so nothing critical slips.

Asset Purchase vs. Equity Purchase: Choose Your Risk Profile

• Asset Purchase (common for small/mid-size deals): You buy selected assets (equipment, inventory, IP, goodwill) and leave behind unwanted liabilities, unless you expressly assume them. You typically form a new Florida entity to purchase and operate the business. Pros: cleaner risk profile; Cons: more consents/assignments needed (leases, contracts, permits), and potential sales/use tax or title transfer complexities.
• Equity Purchase (stock or LLC membership interests): You buy the company itself, inheriting all assets and liabilities (known and unknown). Pros: continuity (contracts, licenses, EIN, payroll often stay intact); Cons: higher risk if diligence is weak. If you buy equity, you need stronger reps, warranties, and indemnities.

The LOI Trap: Don’t Lock Yourself In Too Early

• Keep the business terms clear but non-binding (price, structure, earnest money, timeline), while making exclusivity and confidentiality binding.
• Reserve a comprehensive diligence period with broad termination rights and clean refund language for your deposit if issues emerge.
• Avoid agreeing to final terms on non-compete scope, working capital targets, and earn-outs until you’ve seen the books.

Due Diligence: What Must Be Verified (Not Assumed)

Financial & Tax

• Financial statements & bank records: Cross-check revenue, cashflow seasonality (tourism cycles matter here), margins, and add-backs used to justify the price.
• Tax compliance: Review filings and payments for sales tax, corporate income tax, payroll/reemployment tax. Confirm no tax liens or installment agreements that follow the business.
• Working capital needs: Ensure the deal sets realistic closing working capital to avoid a Day-1 cash crunch.

Legal & Contractual

• Customer & vendor contracts: Identify change-of-control clauses, assignability, price escalators, and termination rights. Get written consents where required.
• Lease and real estate: In Miami-Dade, assignment and landlord approval can be the gatekeeper to your deal. Negotiate cure rights, rent concessions during transition, and options.
• Licenses & permits: For restaurants, salons, contractors, healthcare, alcohol, transportation, etc., confirm transferability, inspections, and timelines with Florida and Miami-Dade agencies.
• Intellectual property: Verify ownership and registrations for trademarks, copyrights, domains, and software. Secure IP assignments from owners and key staff.
• Litigation & claims: Search for pending or threatened disputes, demand letters, and administrative actions.

Operations & HR

• Employee roster & policies: Roles, wages, benefits, overtime exposure, independent contractor risks, and accrued PTO. Decide who you’ll rehire and on what terms.
• Compliance & safety: OSHA, food safety, environmental, data privacy (especially with e-commerce CRMs and loyalty programs).
• Key-person reliance: If the seller is the business, your agreement needs a robust transition plan and a real non-compete/non-solicit.

Technology & Data

• POS/ERP/CRM access and ownership: Ensure you’ll legally receive and control operational data and customer lists post-closing.
• Software licenses: Confirm assignability and costs (surprise SaaS hikes can erode margins).

The Purchase Agreement: Where Your Protection Lives

• Representations & Warranties (R&Ws): Seller promises about financials, taxes, contracts, compliance, IP, and undisclosed liabilities. We push for accuracy now and survival periods that actually protect you.
• Indemnification: If R&Ws are false, you need clear remedies—who pays, how much, for how long. Consider escrows/holdbacks so there’s money available if something surfaces post-closing.
• Purchase Price Adjustments: Tied to working capital or inventory counts to prevent overpaying.
• Non-Compete & Non-Solicit: Tailored to Florida law and your industry/territory. Protect your purchase from the seller reappearing next door or poaching your staff/customers.
• Excluded vs. Assumed Liabilities: Spell out that only listed obligations are your responsibility. Everything else stays with the seller.
• Closing Conditions: Make closing contingent on critical items: landlord consent, key contract assignments, financing approval, clean lien searches, satisfactory inspections, and required licenses.
• Transition Support: Training hours, seller availability, introductions to top clients and vendors, handover of SOPs and passwords, and cooperation on license transfers.
• Confidentiality & IP Assignments: Ensure all brand assets, files, devices, and admin credentials transfer at closing.

Miami-Dade & Florida Realities That Change Your Math

• Leasing dynamics in prime corridors: Wynwood, Brickell, Doral, South Beach, Kendall, and Aventura have very different rent structures, co-tenancy issues, and assignment standards. A landlord’s approval can kill or delay closings—plan the timeline accordingly.
• Local licensing: Miami-Dade’s Certificate of Use, municipal Local Business Tax Receipt, and industry-specific permits must be sequenced so you’re not paying rent without the green light to operate.
• Seasonality & tourism: For hospitality and retail, cash flow can swing with events and cruise traffic. Your working capital and staffing models should reflect peak/off-peak realities.
• Multilingual marketing: Your contracts (and your brand plan) may need Spanish/English alignment to preserve revenue post-closing.

Financing the Purchase: Legal Terms That Matter

• SBA addenda: Expect lender-friendly requirements (lien positions, life insurance, collateral). Your attorney ensures the loan documents don’t override protections in your APA.
• Seller notes & earn-outs: Great tools to bridge valuation gaps, but they must be well-defined—performance metrics, reporting access, remedies for non-payment, and offsets tied to indemnity claims.
• Security interests: Perfected liens on assets may be required. Confirm priority and ensure no legacy liens remain.

Florida Employment, Benefits & Onboarding

• Use new offer letters with your terms and handbooks.
• Handle I-9/E-Verify, benefits enrollment, and wage/hour compliance cleanly—don’t inherit bad practices.
• If there’s a union or a large hourly workforce, plan the communication strategy to stabilize morale and service levels during transition.

Closing Day: A Practical Checklist

• Final lien and litigation searches
• Signed APA/SPA, Bills of Sale, IP Assignments, Lease Assignment/ New Lease
• Third-party consents (landlord, vendors, key customers, franchisors if applicable)
• Escrow/holdback agreements and wire instructions
• Updated insurance certificates and additional insureds
• Device/account/password turnover and admin control of domains, email, POS, payroll, banking, and CRM
• Inventory counts and working capital true-up
• Keys, alarm codes, safe combinations, and service contracts (IT, pest, janitorial, waste, security)

What Can Go Wrong Without Counsel? (Real Patterns)

• Hidden liabilities (taxes, vendor chargebacks, warranty claims) surface weeks after closing—with no escrow to collect from.
• A “friendly” LOI boxes you into a non-refundable deposit before diligence uncovers fatal issues.
• Landlord won’t approve the assignment unless you add a personal guaranty with harsh terms.
• The seller’s “verbal promise” to introduce you to their top accounts never makes it into the agreement, and revenue drops.
• You discover the brand’s trademark isn’t owned by the company you bought—or wasn’t transferred properly.

When to Bring in a Business Attorney (Answer: Now)

• Sign an LOI or term sheet
• Pay a deposit or agree to exclusivity terms
• Share or rely on financials without a diligence roadmap
• Negotiate directly with the landlord or key vendors
• Choose between asset and equity structure

Bottom Line for Florida Business Buyers