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Buy Sell Agreement for the United States

Buy Sell Agreement Template for United States

A Buy-Sell Agreement is a legally binding contract commonly used in the United States that establishes the terms and conditions for the sale or transfer of ownership interests in a business. It typically addresses scenarios such as death, disability, retirement, or voluntary departure of owners, and includes provisions for valuation methods, funding mechanisms, and transfer restrictions. The agreement helps maintain business continuity and prevents unwanted third parties from acquiring ownership interests.

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What is a Buy Sell Agreement?

The Buy-Sell Agreement serves as a crucial business planning tool in the United States, particularly for closely-held businesses and partnerships. This agreement becomes essential when owners need to establish clear protocols for ownership transitions, whether triggered by death, retirement, disability, or voluntary exit. The document typically includes detailed valuation methods, funding mechanisms (often through insurance), and specific procedures for executing ownership transfers. The agreement helps prevent potential disputes, maintains business continuity, and protects both the departing and remaining owners' interests while ensuring compliance with applicable state and federal regulations.

What sections should be included in a Buy Sell Agreement?

1. Parties: Identifies all parties to the agreement, including legal names and addresses

2. Background/Recitals: Explains the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale Terms: Core terms including trigger events, pricing mechanism, and payment terms

5. Valuation Method: Specifies how the business/shares will be valued

6. Funding Mechanism: Details how the purchase will be funded (e.g., insurance, installments)

7. Transfer Restrictions: Limitations on transfer of ownership interests

What sections are optional to include in a Buy Sell Agreement?

1. Tag-Along Rights: Rights of minority owners to join in sale when majority owners sell their interests

2. Drag-Along Rights: Ability to force minority owners to join in the sale of the company

3. Right of First Refusal: Existing owners' right to purchase shares before they can be sold to third parties

4. Disability Provisions: Terms governing purchase of shares in the event of owner disability

What schedules should be included in a Buy Sell Agreement?

1. Current Ownership Schedule: Lists current owners and their ownership percentages

2. Valuation Formula: Detailed methodology for business valuation

3. Insurance Policies: Details of life/disability insurance funding buy-sell obligations

4. Transfer Restriction Certificate: Form for documenting transfer restrictions on certificates

5. Purchase Price Certificate: Template for documenting agreed purchase price

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Clauses


























Industries

Internal Revenue Code: Federal tax regulations governing business valuation methods, tax implications of transfers, capital gains treatment, and estate tax considerations

Securities Exchange Act: Federal regulations governing securities transactions and reporting requirements for larger companies

Uniform Commercial Code: Standardized set of laws governing commercial transactions across states

State Corporation Laws: State-specific laws governing the formation, operation, and dissolution of corporations

State LLC Laws: State-specific laws governing Limited Liability Companies, if applicable

State Partnership Laws: State-specific laws governing partnerships, including rights and obligations of partners

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

State Securities Laws: State-specific regulations governing securities transactions and investor protection

FTC Regulations: Federal Trade Commission regulations governing fair business practices and competition

Corporate Governance Documents: Internal company documents including Articles of Incorporation, Operating Agreements, Bylaws, and existing Shareholder Agreements

Statute of Frauds: Legal requirement that certain contracts must be in writing to be enforceable

Transfer Restrictions: Legal provisions limiting or controlling the transfer of business ownership interests

Rights of First Refusal: Legal provisions giving certain parties the first opportunity to purchase shares before they can be sold to third parties

Fiduciary Duties: Legal obligations of trust and loyalty owed by business owners and managers to the company and other owners

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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