Sample Buy-Sell Agreement
Buy-Sell Agreement (“Agreement), is entered into on ______________
at ________________, Florida between _______________________, a
Florida corporation and __________________________ (collectively,
"Shareholders") with regard to all of the Corporation's
stock outstanding now or in the future. The Corporation and the
Shareholders agree as follows:
Article I. Parties and Purposes
The shareholders named above own all of the outstanding shares of
Purpose of Agreement
1.2 The purpose of this Agreement is to protect the Corporation's
management and control from persons not acceptable to all
shareholders. The other purpose is to provide a ready market in the
event of the death, disability or lifetime transfer of shares by a
Article II. Enforcement
To accomplish the purposes of this Agreement, any transfer, sale,
assignment of any of the shares of the Corporation, other than
according to the terms of this Agreement, is void. Each
Shareholder shall have the right to vote shares held of record and
to receive dividends paid on them until the shares are sold or
transferred in accordance with this Agreement.
on Share Certificates
Each share certificate whether presently owned or subsequently
acquired, shall have the following statement conspicuously printed
on its face:
"The transfer, sale, assignment of the shares represented by
this certificate is restricted by a Buy-Sell Agreement among all the
Shareholders and the Corporation dated _________. A copy of the
Buy-Sell Agreement is available for inspection during normal business
hours at the principal office of the Corporation. All the terms and
provisions of the Buy-Sell Agreement are incorporated by this
reference and made a part of this certificate."
Article III Voluntary Lifetime Transfer of Shares
Each Shareholder has the right to transfer shares to another
shareholder. A permitted transferee shall hold the transferred
shares subject to all the provisions of this Agreement, as provided
in Section 3.07.
of Proposed Sale
Except as provided in Section 3.01, any Shareholder wishing to sell
his/her shares shall provide a Notice of Proposed Sale. The notice
the name and address of each proposed transferee
the number of shares or the interest in shares to be transferred
the price per share
the terms of the proposed sale, assignment, or transfer.
by Remaining Shareholders
The Remaining Shareholders have the right, but not the obligation,
to purchase the offered shares at the price determined by Article 9
of this Agreement. Within 30 days of notification of the Proposed
Sale, any Shareholder who chooses shall notify the Secretary of the
Corporation of his/her election to purchase a specified number of
the offered shares.
Offers to Purchase
If the Remaining Shareholders elect to purchase shares in excess of
the amount offered, the available shares shall be allocated
according to the same proportion as the existing shares owned by
Within 30 days, the Secretary of the Corporation shall notify the
shareholders of the final purchasers of the offered shares. Each
shareholder must meet the terms and conditions of the purchase
within ten days after the Shareholder receives the Secretary's
of Option by Shareholders
If the Remaining Shareholders do not purchase all of the shares
specified in the Notice of Proposed Sale, the selling shareholder
may sell them to the proposed transferee specified in the Notice of
Proposed Sale on the terms specified in that notice. The
transferee will hold the shares subject to the provision of this
Agreement. The selling Shareholder may not, however, sell any or
all of the offered shares to any other person or firm or at any
other price or on any other terms and conditions than those
specified in the Notice of Proposed Sale. Any sale or transfer by
any Shareholder in violation of this Article 3 shall be null and
Unless this Agreement expressly provides otherwise, each transferee
and any subsequent transferee of the shares of this Corporation, or
of any interest in those shares, shall hold the shares or interest
subject to the provisions of this Agreement and shall make no
transfers except as provided in this Agreement. The Secretary of
the Corporation shall record these transfers on the books of the
Corporation until an amended copy of this Agreement has been
executed by the transferee. The transferee's failure or refusal to
sign an amended copy of this Agreement does not relieve the
transferee of any obligation or restriction under this Agreement.
Article IV Involuntary Lifetime Transfer of Shares
4.01. If a Shareholder's shares are transferred involuntarily due to
bankruptcy or divorce, 60 days after notice of the event, the other
Shareholders shall have the option, but not the obligation to
purchase all or some of the shares owned by the Shareholder at the
price and the terms provided in this Agreement. The option shall be
exercisable by the Shareholders, according to the provisions of
Article 3. If the option is not exercised with regard to all of the
shares owned by the Shareholder, the Shareholder or the Shareholder's
successor in interest will hold the remaining shares subject to this
Article V- Sale of Shares on Death
by Surviving Shareholders
Within 60 days after the death of any Shareholder, the surviving
Shareholders shall, at the price and on the terms and conditions
specified in this Agreement, purchase from the Decedent's estate
all the shares owned by the decedent. The obligation of the
surviving Shareholders to the decedent's estate under this Article
shall be joint and several. However each surviving Shareholder
shall have the right and obligation to purchase the available
shares in proportion to his or her existing ownership interests –
exclusive of the decedent's shares at the date of the decedent's
of Shareholder's Spouse
The death of a Shareholder's spouse who has never been active in or
devoted his or her full working time to the business of the
Corporation shall not be considered the death of a Shareholder for
purposes of this Article.
of Payment of Purchase Price
.The purchase price for the decedent's shares shall be paid to the
decedent's estate or the decedent's successor in interest in a lump
sum. The purchase price of the shares shall be determined in
accordance with Article 9.
Article VI. Transfer on Total Disability
on Disability of Shareholder
6.01. If a Shareholder becomes either physically or mentally
disabled for a period of 90 days, and a physician’s opinion is
issued stating that the disability will continue for one year, the
Remaining Shareholders shall have the option, but not the obligation
to purchase all of the shares of the disabled Shareholder within 90
days of that notice. The price and terms shall be according to
Article 3 of this Agreement. If the option is not exercised with
regard to all the shares of the disabled Shareholder, the disabled
Shareholder - or the Shareholder's successor in interest - shall hold
the shares subject to the provisions of this Agreement.
Article VII. Transfer on Termination of Employment
7.01 If the employment of a Shareholder with the Corporation is
terminated for any reason, the Remaining Shareholders shall have the
option, but not the obligation, within 90 days after receiving notice
of the event, to purchase all of the shares of the terminated
Shareholder at the price and on the terms provided in this Agreement
and in the manner described in Article 3. If the option is not
exercised with regard to all the shares of the terminated
Shareholder, the Shareholder shall hold the shares subject to the
provisions of this Agreement.
Article VIII. Payment for and Transfer of Shares
and Enforcement of Shares
The purchaser shall deliver the consideration for the shares as
soon as practicable to the selling Shareholder, as well as the
endorsed certificates representing the shares for transfer.
On any transfer of shares under this Agreement, title to the shares
shall pass from the seller to the purchaser upon payment by the
purchaser of the consideration and endorsement of the share
certificates by the seller as provided in Section 8.01. The
seller's status as a shareholder thereupon shall cease.
Article IX: Determination of Purchase Price.
Price set by Appraisal
The purchase price of the shares subject to this Agreement shall be
the value of the shares set by appraisal. However, in the event of
death of a shareholder, the purchase price shall be no less than
the value of the shares as finally determined for federal estate
Within 10 days after an event requiring the determination of
purchase price, the Corporation and the selling Shareholder shall
mutually select a qualified appraiser to appraise the Corporation
and set a value on its stock.
Nature of Determination
The value of the shares computed according to this Article is
binding on all persons.
Article X Termination of Agreement
This Agreement shall terminate on any the following:
The written consent of parties to the Agreement.
The dissolution, bankruptcy, or insolvency of the Corporation.
One shareholder becoming the owner of all the shares.
Article XI. Miscellaneous Provisions
This Agreement may be amended only by written consent of all
parties to the Agreement.
All notices, demands, request or communications required or
permitted by this Agreement shall be in writing and shall be deemed
duly served when personally delivered to the party or to an officer
or agent of the party, or when deposited in the United States mail,
first class postage prepaid, addressed to the corporation at its
principal office or to a Shareholder at the address on the books
and record the Corporation.
In the event of any litigation concerning this Agreement, the
prevailing party shall be entitled, in addition to any other relief
that may be granted, to reasonable attorneys fees.
on Successors and Assigns.
This Agreement shall be binding on the parties to the Agreement
and on each of their heirs, executors, administrators, successors,
If any provision is unenforceable or invalid or any reason, the
remaining provisions shall be unaffected by such a holding.
This Agreement shall be construed according to and governed by
the laws of the State of Florida.
This instrument constitutes the only Agreement of the parties
regarding the sale and purchase of their shares in the Corporation
and correctly sets forth the rights, duties and obligations of each
to the other. Any prior agreements, promises, negotiations or
representations concerning the Agreement's subject matter not
expressly set forth in this Agreement are of no force or effect.
Available for Inspection.
An original copy of this Agreement duly executed by the Corporation
and by each of the Shareholders shall be delivered to the Secretary
of the Corporation and maintained by the Secretary at the principal
office of the Corporation available for inspection by any person
requesting to see it.
on __________________ at _______________________ County, Florida
of Corporation Shareholder(s)
(President or Secretary)