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Company Buy Sell Agreement Template for England and Wales

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Key Requirements PROMPT example:

Company Buy Sell Agreement

"I need a Company Buy Sell Agreement for my tech startup with three founding shareholders, including provisions for life insurance funding and specific valuation methods based on revenue multiples in case any founder leaves the company."

Document background
The Company Buy Sell Agreement serves as a crucial governance tool for businesses operating under English and Welsh law, providing clarity and certainty in ownership transitions. It helps prevent potential disputes by establishing clear procedures for share transfers, protecting both the departing shareholders and the continuing business operations. This agreement is particularly important for private companies, family businesses, and professional practices where maintaining control over ownership is essential. It addresses various trigger events such as retirement, death, disability, or voluntary departure, and includes specific provisions for valuation, funding, and transfer mechanisms.
Suggested Sections

1. Parties: Identification and details of all parties to the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Purchase Price and Payment Terms: Details of consideration and payment structure

5. Trigger Events: Circumstances that activate the buy-sell provisions

6. Valuation Mechanism: Method for determining share value

7. Transfer Procedure: Process for executing share transfers

Optional Sections

1. Insurance Provisions: Details of life insurance or key person insurance requirements - used when insurance funding is part of the agreement

2. Right of First Refusal: Provisions giving existing shareholders priority to purchase - used when parties want to restrict transfer to third parties

3. Drag-Along Rights: Ability to force minority shareholders to join in sale - used in companies with multiple shareholders

Suggested Schedules

1. Share Certificate Forms: Template forms for share certificates

2. Valuation Formula: Detailed methodology for share valuation

3. Current Shareholding Structure: Details of existing share ownership

4. Life Insurance Details: Specifications of associated insurance policies - included if insurance funding is part of the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Companies Act 2006: Primary legislation governing company operations including share transfer provisions, directors' duties, company constitution requirements, pre-emption rights, and share capital regulations

Financial Services and Markets Act 2000: Regulates financial arrangements, payment terms and conditions in corporate transactions

Corporation Tax Act 2010: Covers tax implications of share transfers and capital gains considerations in company transactions

Insolvency Act 1986: Contains provisions affecting company dissolution and treatment of shares in insolvency scenarios

Law of Property (Miscellaneous Provisions) Act 1989: Establishes fundamental contract law principles relevant to buy-sell agreements

Data Protection Act 2018 and UK GDPR: Governs the handling of personal information and privacy considerations in corporate transactions

Money Laundering Regulations 2017: Sets out due diligence requirements and transaction reporting obligations for corporate transfers

Small Business, Enterprise and Employment Act 2015: Establishes transparency requirements and maintains Register of People with Significant Control

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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