SELL AGREEMENT. One of the most important aspects of a shareholder agreement governs the succession of ownership. This section, called a buy-sell agreement, is the focus of this article. A buy-sell agreement is a contract entered into by the owners of a family business to define the owners’ rights and obligations upon the occurrence of certain “triggering” events. These events could be any number of life scenarios that would cause the owners to want to have pre-determined, legally enforceable ways to deal with the situation. They may be relationship events such as a marriage or divorce; unpredictable life events such as the incapacity or misconduct of an owner; or departing events such as retirement or death. Through the agreement, the owners agree to restrict their right to freely sell or transfer their equity interest in favor of providing an orderly and predictable transition of the business’ ownership. An effective buy-sell agreement answers the following questions: •Who has the right to own a stake in the family business? •What events will trigger the obligation to buy or to sell a stake in the family business? •What will be the process for valuing the shares? •What will be the purchase price of the shares and the terms of the transaction? •How will the transaction be funded? FIVE REASONS WHY YOU NEED A BUY-SELL AGREEMENT There are compelling reasons to have a shareholder agreement, not the least of which is its contribution to the long-term survival of the company. One of the inherent competitive advantages of family-owned businesses is their stable ownership. Markets and management teams favor long-term stability for a company which can be achieved through long-term capital, long-term assets, ownership decisiveness, and committed, long-term owners. A shareholder agreement helps to safeguard a family’s most significant asset, allowing its ownership base to remain stable, decisive, and in the family’s control. For those family business owners who have not yet included a buy-sell agreement in their planning, here are five reasons to consider doing so in the near future:
SELL AGREEMENT. 21. It is requested that the American Arbitration Association attempt to appoint, whenever possible, arbitrators from 22. within the county where the property in dispute is located.
SELL AGREEMENT. The successful bidder will be required to enter in a Buy-Sell Agreement upon the close of the auction. The failure by a successful bidder to enter into such agreement or the successful bidder’s failure to pay the bid amount for the land, or the failure to close the Buy-Sell Agreement in accordance with its terms and conditions shall result in the forfeiture of all fees and costs, including the bid deposit, and the auction shall be considered unsuccessful. The Applicant shall be entitled to the amount paid for the improvements only upon the successful closing of the Buy-Sell Agreement. Execution of the Agreement does not guarantee that the cabin/home site will be sold. The Department may determine that a land sale would not be in the best interest of the Department at any point prior to the close of escrow. This Agreement must be signed by all improvement owners. Please use additional blank pages if necessary to obtain all signatures and notarization. The Department cannot provide you with any legal advice. If you have any questions regarding the legal effect of this form, you should engage the services of an attorney before signing this Agreement to Sell Improvements. By signing below, I hereby represent that all of the owners of the non-State owned improvements have read and signed this Agreement and agree to abide by all of its terms regarding the sale at public auction of the State owned parcel and the non-State owned improvements. APPLICANT Signature Date Printed Name Signature Date Printed Name STATE OF MONTANA ) County of ) This instrument was acknowledged before me on by . (NOTARIAL SEAL) STATE OF MONTANA ) County of ) This instrument was acknowledged before me on by . (NOTARIAL SEAL) DEPARTMENT OF NATURAL RESOURCES AND CONSERVATION Signature Date Printed Name Title
SELL AGREEMENT. A Buy/Sell Agreement outlines the process to be followed in the event that a shareholder suffers from a critical event. It specifies that the insurance proceeds must be used to purchase the exiting shareholder’s shares in the company. The Buy/Sell Agreement will usually cover points such as:
SELL AGREEMENT. The Buy/Sell Agreement among the Company, the Vendor, John and Tim dated September 29, 2001 will be terminated prior to Closxxx (or ax xhe Vendor's option the agreement may remain in place but the Company will be released therefrom such that it will have no further obligations thereunder after Closing).
SELL AGREEMENT. This introductory paragraph lists the date and the parties to this Agreement. We formatted this agreement uniquely to make it easy on others (judge, arbitrator(s), etc. God forbid) to readily understand who is involved, when the agreement begins and some basic summary background information. Effective Date [Date] between [Company Legal Name], (“[Company]” or “the Company”) a [State] [Corporation/Partnership/Sole Proprietorship/Resident], located at [Address] [City], [State] [Zip Code] You’ll need to either add all of the participants here by copying and pasting this section below or create a new agreement for each person. and [Owner/Founder], (individually “Shareholder” and jointly “Shareholders”) a [State] [Corporation/Partnership/Sole Proprietorship/Resident] located at [Address]. Summary
SELL AGREEMENT. During the term of this Agreement, a legend reading as above shall be conspicuously endorsed on each certificate representing Shares hereafter issued by the Company. The failure of (a) the Shareholders to surrender their stock certificates, or (b) the Company to endorse a legend on the certificates shall not void this Agreement as between the parties to the Agreement or any Person with knowledge of this Agreement.
SELL AGREEMENT. You’ll need to identify what events will trigger the buy-sell agreement, such as: • Death of a business owner • Retirement, resignation, or termination of a partner or shareholder • Long-term disability • Legal, personal, or financial problems After you’ve determined the triggering events, you’ll need to establish a purchase price. An independent business valuator can help you determine the fair market value of your business. Keep in mind that valuations may need to be updated periodically. USING LIFE INSURANCE TO FUND A BUY-SELL AGREEMENT There are several ways to fund a buy-sell agreement, such as using cash, redeeming stock, or drafting an installment note. Depending on the size of your business, and your liquid assets, one of these options could be a good choice. But if you don’t have the necessary funds, there is another option you can consider. Fixed index universal life (FIUL) insurance can give you and your business partners death benefit protection, to help address business continuation needs and the surviving family’s needs for income, final expenses, estate taxes, and income replacement. There are many reasons why FIUL can be a good choice to fund your buy-sell agreement, including the following: • A death benefit is provided at the time when it is needed to carry out the buy-sell agreement – upon the death of the business owner. • In most cases the death benefit will be income- tax-free. • Potential accumulation value is income-tax- deferred. • Any cash value could be accessed through income-tax-free loans or withdrawals1 to fund the buy-sell upon other triggering events, such as the insured’s disability or retirement.
SELL AGREEMENT. Similar to the cross-purchase buy-sell arrangement, each owner agrees to purchase his/her share of equity from a departing owner and, conversely, each owner agrees only to sell to the other owners. The difference is in the funding – each owner owns a life insurance policy on him/herself, but with multiple beneficiaries. The remaining owners are provided with their proportionate share of life insurance protection through an “endorsement,” which they pay for using government or insurance company term insurance rates. Upon death, each owner receives life insurance proceeds to be used to purchase equity from the deceased owner’s estate. Advantages: • Simplifies funding for a cross-purchase buy-sell with multiple owners • Life insurance cash values are personally owned and may be used for stock redemption or personal use2 • Purchasing shareholders receive step-up in basis for redeemed shares Considerations: • Potential transfer-for-value impact3 • Additional funding may be needed to address triggering events other than death • Insurance amounts not endorsed are includable in the owner’s estate
SELL AGREEMENT. The family buy-sell is a method of transferring a business (or equity) to active family members. Each active non- member family member is the owner and beneficiary of life insurance on the owner’s life. Upon the occurrence of a triggering event, the active family members purchase the departing owner’s equity. In this structure, the business equity is purchased outright and avoids transfers that may be subject to estate taxes. Advantages: • Keeps the business in the family • Avoids estate taxes • Purchasing shareholders receive step-up in basis for redeemed shares Considerations: • Life insurance policies includable in policy owners’ estates 1 If you handle buy-sell agreements that obligate the corporation to purchase the stock of shareholders upon their death or termination, then you will be affected. According to GAAP financial statements, it does not matter if the buy-out amount is covered by insurance.
