Arizona Acuerdo de Compra-Venta entre Accionistas de Sociedad Anónima Cerrada - Buy-Sell Agreement between Shareholders of Closely Held Corporation

• Category: Sociedades Anónimas - Comprar Vender
• State: Multi-State
• Control #: US-02462BG
• Format: Word

Description

A corporation whose shares are held by a single shareholder or a closely-knit group of shareholders (such as a family) is known as a close corporation. The shares of stock are not traded publicly. Many of these types of corporations are small firms that in the past would have been operated as a sole proprietorship or partnership, but have been incorporated in order to obtain the advantages of limited liability or a tax benefit or both. A buy-sell agreement is an agreement between the owners (shareholders) of a firm, defining their mutual obligations, privileges, protections, and rights. Title: Understanding Arizona Buy-Sell Agreement between Shareholders of Closely Held Corporations Introduction: A Buy-Sell Agreement is an instrumental legal document in Arizona's corporate landscape, particularly for closely held corporations. It helps outline the rights, obligations, and mechanisms for transferring ownership interests among shareholders. This article aims to provide a comprehensive overview of the Arizona Buy-Sell Agreement, its significance, and the various types it may encompass. 1. Arizona Buy-Sell Agreement: Definition and Purpose A Buy-Sell Agreement in Arizona is a legally binding contract that establishes a framework for the purchase and sale of shares or ownership interests within a closely held corporation. It serves to protect the corporation's continuity, establish pricing mechanisms, and ensure a smooth transition in instances of shareholder disputes, retirement, disability, or death. 2. Standard Provisions within Arizona Buy-Sell Agreements: a) Right of First Refusal: This provision grants existing shareholders the first opportunity to purchase shares when the shareholder intends to sell their stake. b) Valuation: The agreement determines the methods of valuation for shares, such as utilizing book value, fair market value, or an agreed-upon formula. c) Triggering Events: The agreement includes specific events that would trigger a compulsory buyout, such as divorce, bankruptcy, or termination of employment. d) Purchase Terms: The agreement lays out the terms, conditions, and payment options for buying and selling shares, such as cash, installment payments, or promissory notes. e) Non-Competition and Non-Disclosure: These provisions prevent departing shareholders from competing and divulging proprietary information to maintain the corporation's integrity. 3. Different Types of Arizona Buy-Sell Agreements: a) Cross-Purchase Agreement: Shareholders individually agree to purchase the shares of a departing shareholder. b) Redemption Agreement: The corporation agrees to buy back the shares from the departing shareholder. c) Hybrid Agreement: A combination of cross-purchase and redemption agreements, allowing both the corporation and individual shareholders to participate in share purchases. 4. Tax Considerations in Arizona Buy-Sell Agreements: It is crucial to consider potential tax implications associated with a Buy-Sell Agreement in Arizona, such as the treatment of capital gains, the use of valuation discounts, estate tax planning, and ensuring compliance with IRS regulations. Conclusion: For shareholders of closely held corporations in Arizona, a well-drafted Buy-Sell Agreement provides a clear roadmap for the transfer of ownership interests when specific triggering events occur. By addressing key aspects like purchase terms, valuation, and triggering events, shareholder disputes can be mitigated, and the corporation's long-term viability can be preserved. Consulting with an experienced attorney is highly recommended creating a customized Buy-Sell Agreement aligned with Arizona's legal framework and the unique needs of the corporation.

Title: Understanding Arizona Buy-Sell Agreement between Shareholders of Closely Held Corporations Introduction: A Buy-Sell Agreement is an instrumental legal document in Arizona's corporate landscape, particularly for closely held corporations. It helps outline the rights, obligations, and mechanisms for transferring ownership interests among shareholders. This article aims to provide a comprehensive overview of the Arizona Buy-Sell Agreement, its significance, and the various types it may encompass. 1. Arizona Buy-Sell Agreement: Definition and Purpose A Buy-Sell Agreement in Arizona is a legally binding contract that establishes a framework for the purchase and sale of shares or ownership interests within a closely held corporation. It serves to protect the corporation's continuity, establish pricing mechanisms, and ensure a smooth transition in instances of shareholder disputes, retirement, disability, or death. 2. Standard Provisions within Arizona Buy-Sell Agreements: a) Right of First Refusal: This provision grants existing shareholders the first opportunity to purchase shares when the shareholder intends to sell their stake. b) Valuation: The agreement determines the methods of valuation for shares, such as utilizing book value, fair market value, or an agreed-upon formula. c) Triggering Events: The agreement includes specific events that would trigger a compulsory buyout, such as divorce, bankruptcy, or termination of employment. d) Purchase Terms: The agreement lays out the terms, conditions, and payment options for buying and selling shares, such as cash, installment payments, or promissory notes. e) Non-Competition and Non-Disclosure: These provisions prevent departing shareholders from competing and divulging proprietary information to maintain the corporation's integrity. 3. Different Types of Arizona Buy-Sell Agreements: a) Cross-Purchase Agreement: Shareholders individually agree to purchase the shares of a departing shareholder. b) Redemption Agreement: The corporation agrees to buy back the shares from the departing shareholder. c) Hybrid Agreement: A combination of cross-purchase and redemption agreements, allowing both the corporation and individual shareholders to participate in share purchases. 4. Tax Considerations in Arizona Buy-Sell Agreements: It is crucial to consider potential tax implications associated with a Buy-Sell Agreement in Arizona, such as the treatment of capital gains, the use of valuation discounts, estate tax planning, and ensuring compliance with IRS regulations. Conclusion: For shareholders of closely held corporations in Arizona, a well-drafted Buy-Sell Agreement provides a clear roadmap for the transfer of ownership interests when specific triggering events occur. By addressing key aspects like purchase terms, valuation, and triggering events, shareholder disputes can be mitigated, and the corporation's long-term viability can be preserved. Consulting with an experienced attorney is highly recommended creating a customized Buy-Sell Agreement aligned with Arizona's legal framework and the unique needs of the corporation.

Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.