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Stock Buy Sell Agreement Template for United States

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Key Requirements PROMPT example:

Stock Buy Sell Agreement

"Need a Stock Buy Sell Agreement for my tech startup with three co-founders, specifically including provisions for death, disability, and voluntary departure, with share valuation to be determined by an independent appraiser annually."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC Rules and Regulations, and Rule 144 regarding transfer restrictions

Blue Sky Laws: State-specific securities laws covering registration requirements, disclosure requirements, and securities transfer regulations

Corporate Law: Including Delaware General Corporation Law and state-specific corporation laws where the company is incorporated, as well as LLC laws if applicable

Tax Laws: Internal Revenue Code provisions, including Section 302 (stock redemptions), Section 303 (redemptions to pay death taxes), and Section 1202 (qualified small business stock)

Estate Planning Laws: Federal estate tax provisions, state inheritance laws, and gift tax regulations that may impact stock transfers and succession planning

Contract Law: State-specific contract laws and Uniform Commercial Code (UCC) Article 8 relating to Investment Securities

Employment Laws: ERISA regulations and state employment laws, particularly relevant if the stock agreement is tied to employment conditions

Antitrust Laws: Clayton Act, Sherman Act, and Hart-Scott-Rodino Act provisions for larger transactions to ensure compliance with competition regulations

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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