The Buy-Sell Agreement Between Business Partners is a crucial document for businesses operating in the Philippines, designed to provide a clear framework for ownership transfers and succession planning. It becomes essential when multiple partners own a business and need to establish predetermined terms for various scenarios such as retirement, death, disability, or voluntary exit. The agreement, governed by Philippine law including the Civil Code and Corporation Code, typically includes provisions for valuation methods, payment terms, transfer restrictions, and funding mechanisms. This document helps prevent potential disputes, ensures business continuity, and protects both departing and remaining partners' interests while maintaining compliance with local regulatory requirements.
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1. Parties: Identifies all business partners who are party to the agreement, including their full legal names, addresses, and business roles
2. Background: Explains the context of the agreement, including details about the business relationship and current ownership structure
3. Definitions: Defines key terms used throughout the agreement to ensure clear interpretation
4. Purchase and Sale Obligations: Details the circumstances that trigger buy-sell obligations and the basic framework for transfers
5. Valuation Method: Specifies how the business interest will be valued when a triggering event occurs
6. Payment Terms: Outlines the terms and conditions for payment, including timing, installments, and any security requirements
7. Transfer Procedure: Describes the step-by-step process for executing the transfer of business interests
8. Representations and Warranties: States the parties' assertions about their authority, ownership, and other material facts
9. Tax Matters: Addresses tax implications and responsibilities related to the transfer
10. Confidentiality: Establishes obligations to maintain confidentiality of business information
11. Governing Law and Jurisdiction: Specifies that Philippine law governs and designates jurisdiction for disputes
12. Miscellaneous Provisions: Includes standard clauses such as notices, amendments, and severability
1. Life Insurance Provisions: Required when life insurance is used to fund buy-out obligations in case of death
2. Disability Provisions: Included when specific provisions are needed for cases of permanent disability
3. Right of First Refusal: Added when existing partners should have priority rights to purchase available interests
4. Tag-Along Rights: Included to protect minority partners in case of third-party sales
5. Drag-Along Rights: Added to enable majority partners to force minority partners to join in a sale
6. Family Transfer Exceptions: Included when transfers to family members should be treated differently
7. Dispute Resolution: Optional detailed arbitration or mediation procedures
8. Non-Compete Provisions: Added when restrictions on future business activities are required
1. Schedule A - Current Ownership Structure: Details the current ownership percentages and classes of shares/interests
2. Schedule B - Valuation Formula: Detailed methodology for calculating business value
3. Schedule C - Life Insurance Policies: List of insurance policies and beneficiary designations
4. Schedule D - Required Transfer Documentation: Forms and documents needed to execute transfers
5. Schedule E - Competitor List: If non-compete included, lists specific competing businesses
6. Appendix 1 - Sample Valuation: Example calculation using the agreed valuation formula
7. Appendix 2 - Transfer Notice Forms: Template forms for initiating and responding to transfer requests
8. Appendix 3 - Corporate Documents: Copies of relevant corporate documents and certificates
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Manufacturing
Retail
Technology
Real Estate
Food and Beverage
Healthcare
Construction
Financial Services
Consulting
Family Business
Agriculture
Distribution
Entertainment
Education
Relevant Teams
Legal
Finance
Executive Leadership
Corporate Governance
Compliance
Business Development
Operations
Risk Management
Strategy
Administrative
Relevant Roles
CEO
Managing Partner
Business Owner
Company Director
Chief Financial Officer
Corporate Secretary
General Counsel
Managing Director
Board Member
Executive Director
Founding Partner
Senior Partner
Business Development Director
Operations Director
Compliance Officer
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