01/11/2024
What Is a Buy and Sell Agreement? How will you and your business partner or partner(s) funded it?
A buy and sell agreement (or buy-sell agreement) is a legally binding contract that stipulates how a partner's share of a business may be reassigned if that partner dies. Most often, the buy and sell agreement stipulates that the available share be sold to the remaining partners or to the partnership. Buy-sell agreements often use life insurance policies to fund the potential buyout in the event of a partner's death.
A buy and sell agreement may also be called a buyout agreement, a business will, or a business prenup.
KEY TAKEAWAYS
Buy and sell agreements stipulate how a partner's share of a business may be transferred in the event of the partner's death or departure.
Buy and sell agreements may also establish a method for determining the value of a business.
Redemption agreements require the business entity to buy the interests of the selling owner.
Key Considerations in Buy-Sell Agreements
Buy and sell agreements are designed to help partners manage potentially difficult situations in ways that protect the business and their own personal and family interests.
For example, the agreement can restrict owners from selling their interests to outside investors without approval from the remaining owners. Similar protection can be provided in the event of a partner's death.
A typical agreement might stipulate that a deceased partner's interest be sold back to the business or remaining owners. This prevents the estate from selling the interest to an outsider.
In addition to controlling ownership of the business, buy and sell agreements spell out the means to be used in assessing the value of a partner's share. This can have uses outside the question of buying and selling shares. For example, if there is a dispute among owners about the value of the company or of a partner's interest, the valuation methods included in the buy and sell agreement would be used.
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