Kentucky Acuerdo de compra-venta entre dos accionistas de sociedad anónima cerrada - Buy-Sell Agreement between Two Shareholders of Closely Held Corporation

• Category: Sociedades Anónimas - Contratos - Fusiones
• State: Multi-State
• Control #: US-02553BG
• 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. A Kentucky Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is a legally binding contract that defines the terms and conditions for the purchase and sale of shares between the shareholders of a closely held corporation in the state of Kentucky. The purpose of this agreement is to provide a mechanism for the orderly transfer of shares in the event of certain triggering events, such as the death, disability, retirement, or voluntary withdrawal of a shareholder from the corporation. It helps ensure the continuity of the business and protects the interests of the remaining shareholders. The agreement typically includes various provisions and options, such as: 1. Purchase Price: The agreement specifies how the purchase price for the shares will be determined. It may be based on a predetermined formula, a formal valuation, or an independent appraisal. 2. Triggering Events: The agreement identifies the events that will trigger the buy-sell provisions, such as death, disability, retirement, or voluntary withdrawal. Each triggering event may have different provisions and consequences. 3. Obligation to Sell: The agreement may require the shareholder who is triggering the sale to sell their shares to the remaining shareholder(s) or to the corporation itself. 4. Right of First Refusal: This provision grants the remaining shareholder(s) the right to purchase the shares being sold before any external buyers are considered. 5. Funding Mechanisms: The agreement outlines how the purchasing shareholder(s) will fund the purchase of the shares. Common funding mechanisms include life insurance policies, installment payments, or utilizing corporate assets. 6. Payment Terms: The agreement specifies the terms and conditions for payment, such as the timing and method of payment, including any interest or installment options. 7. Non-Compete and Non-Solicitation: This provision restricts the selling shareholder from engaging in any competitive activities or soliciting clients from the corporation for a certain period after the sale. 8. Dispute Resolution: The agreement may include provisions for resolving disputes, such as mediation or arbitration, to avoid lengthy and costly litigation. Different types of Kentucky Buy-Sell Agreements between Two Shareholders of Closely Held Corporations include: 1. Cross-Purchase Agreement: Each shareholder agrees to purchase the shares of the other shareholder upon the occurrence of a triggering event. 2. Entity Redemption Agreement: The corporation itself agrees to purchase the shares of the shareholder upon the occurrence of a triggering event. 3. Hybrid Agreement: This combines elements of both cross-purchase and entity redemption agreements. Shareholders have the option to purchase the shares themselves or allow the corporation to redeem the shares. In conclusion, a Kentucky Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is a crucial document that ensures a smooth transition of ownership in the event of triggering events. It provides a clear framework for the purchase and sale of shares, protecting the interests of the shareholders and the continuity of the corporation.

A Kentucky Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is a legally binding contract that defines the terms and conditions for the purchase and sale of shares between the shareholders of a closely held corporation in the state of Kentucky. The purpose of this agreement is to provide a mechanism for the orderly transfer of shares in the event of certain triggering events, such as the death, disability, retirement, or voluntary withdrawal of a shareholder from the corporation. It helps ensure the continuity of the business and protects the interests of the remaining shareholders. The agreement typically includes various provisions and options, such as: 1. Purchase Price: The agreement specifies how the purchase price for the shares will be determined. It may be based on a predetermined formula, a formal valuation, or an independent appraisal. 2. Triggering Events: The agreement identifies the events that will trigger the buy-sell provisions, such as death, disability, retirement, or voluntary withdrawal. Each triggering event may have different provisions and consequences. 3. Obligation to Sell: The agreement may require the shareholder who is triggering the sale to sell their shares to the remaining shareholder(s) or to the corporation itself. 4. Right of First Refusal: This provision grants the remaining shareholder(s) the right to purchase the shares being sold before any external buyers are considered. 5. Funding Mechanisms: The agreement outlines how the purchasing shareholder(s) will fund the purchase of the shares. Common funding mechanisms include life insurance policies, installment payments, or utilizing corporate assets. 6. Payment Terms: The agreement specifies the terms and conditions for payment, such as the timing and method of payment, including any interest or installment options. 7. Non-Compete and Non-Solicitation: This provision restricts the selling shareholder from engaging in any competitive activities or soliciting clients from the corporation for a certain period after the sale. 8. Dispute Resolution: The agreement may include provisions for resolving disputes, such as mediation or arbitration, to avoid lengthy and costly litigation. Different types of Kentucky Buy-Sell Agreements between Two Shareholders of Closely Held Corporations include: 1. Cross-Purchase Agreement: Each shareholder agrees to purchase the shares of the other shareholder upon the occurrence of a triggering event. 2. Entity Redemption Agreement: The corporation itself agrees to purchase the shares of the shareholder upon the occurrence of a triggering event. 3. Hybrid Agreement: This combines elements of both cross-purchase and entity redemption agreements. Shareholders have the option to purchase the shares themselves or allow the corporation to redeem the shares. In conclusion, a Kentucky Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is a crucial document that ensures a smooth transition of ownership in the event of triggering events. It provides a clear framework for the purchase and sale of shares, protecting the interests of the shareholders and the continuity 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.