A Stock Buy-Sell Agreement is essential for companies seeking to maintain control over ownership transitions and protect shareholders' interests. This document becomes particularly crucial when businesses need to address succession planning, prevent unwanted third-party ownership, or ensure business continuity. Under U.S. federal and state laws, it establishes clear procedures for share transfers, valuations, and payment terms, while considering tax implications and securities regulations. The agreement typically addresses various scenarios such as retirement, death, disability, or voluntary departure of shareholders, and can be funded through insurance or other financial mechanisms.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let ¶¶Òõ¶ÌÊÓƵ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identification of all parties to the agreement, including current shareholders and the company
2. Background: Context of the agreement, current shareholding structure, and purpose of implementing the buy-sell agreement
3. Definitions: Key terms used throughout the agreement including Share, Fair Market Value, Triggering Event, etc.
4. Purchase and Sale of Shares: Core transaction terms including price determination, number of shares, and transfer mechanics
5. Triggering Events: Specific events that activate the buy-sell provisions, such as death, disability, retirement, or voluntary transfer
6. Valuation Method: Detailed methodology for determining share value when a triggering event occurs
7. Payment Terms: Structure and timing of payments, including any installment provisions and security requirements
8. General Provisions: Standard contract provisions including governing law, amendments, notices, and severability
1. Right of First Refusal: Provisions giving existing shareholders or the company priority rights to purchase shares before third-party transfers
2. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of shares on the same terms as majority shareholders
3. Drag-Along Rights: Provisions enabling majority shareholders to force minority shareholders to join in a sale
4. Insurance Provisions: Terms regarding life insurance policies used to fund the agreement, including policy ownership and beneficiary designations
5. Put and Call Options: Additional rights for shareholders to force purchases or sales under specific circumstances
1. Schedule A - Current Shareholders: List of all current shareholders with their respective shareholdings and percentage ownership
2. Schedule B - Valuation Formula: Detailed methodology and calculations for determining share value
3. Schedule C - Form of Stock Power: Standard form for executing share transfers under the agreement
4. Schedule D - Insurance Schedule: Details of life insurance policies including policy numbers, face values, and beneficiaries
5. Schedule E - Spousal Consent: Forms for spousal acknowledgment and consent to the agreement terms
Authors
Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Find the exact document you need
Stock Buy Sell Agreement
A U.S.-governed agreement establishing terms for the purchase and sale of company shares upon specified triggering events.
find out more
Share Purchase Agreement Between Two Individuals
A U.S.-governed legal agreement for the sale of company shares between individual parties, outlining transfer terms and conditions.
find out more
Non Disparagement Settlement Agreement
A U.S.-governed agreement preventing parties from making negative statements about each other as part of a settlement arrangement.
find out more
Share Purchase Agreement Of Private Limited Company
A U.S.-governed legal agreement documenting the sale and transfer of shares in a private limited company from existing shareholders to new owners.
find out more
Share Subscription Agreement And Share Purchase Agreement
A U.S.-governed agreement documenting the issuance or transfer of company shares, including terms, conditions, and regulatory compliance requirements.
find out more
Share Purchase Agreement Between Shareholders
A U.S.-governed legal agreement between existing shareholders for the sale and transfer of company shares from one shareholder to another.
find out more
Simple Share Purchase Agreement
A U.S.-governed agreement for the straightforward transfer of company shares between a seller and purchaser, including essential terms and basic warranties.
find out more
Share Purchase Agreement And Shareholders Agreement
A U.S.-governed agreement combining share sale terms with ongoing shareholder arrangements and rights.
find out more
Share Purchase And Transfer Agreement
A U.S.-governed agreement documenting the sale and transfer of shares between parties, including terms, conditions, and regulatory compliance requirements.
find out more
Restricted Share Purchase Agreement
A U.S.-governed agreement for the purchase of restricted company shares, typically subject to vesting and transfer limitations.
find out more
Business Share Sale Agreement
A U.S.-governed agreement documenting the sale and transfer of shares in a business entity, including terms, conditions, and regulatory compliance requirements.
find out more
Company Share Purchase Agreement
A U.S.-governed legal agreement documenting the sale and transfer of company shares between parties, subject to federal and state securities laws.
find out more
Stock Subscription Agreement
A U.S.-governed agreement documenting the terms of a share purchase between a company and an investor, compliant with federal and state securities laws.
find out more
Share Subscription And Shareholders Agreement
A U.S.-governed agreement combining share subscription terms and shareholder rights, regulated by federal and state securities laws.
find out more
Stock Option Purchase Agreement
A U.S.-governed agreement establishing terms for granting stock options to individuals, including share details, pricing, and vesting conditions.
find out more
³Ò±ð²Ô¾±±ð’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)