New York 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 New York Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is a legally binding contract that outlines the terms and conditions for the purchase and sale of shares between two shareholders in a closely held corporation based in New York. This agreement is essential to govern the company's ownership structure and protect the interests of both parties involved. Being a vital component of corporate governance, the New York Buy-Sell Agreement ensures a smooth transition of shares and addresses various scenarios such as death, disability, retirement, divorce, disagreement, or desire to exit the company, providing a framework for fair and equitable resolution. There are different types of New York Buy-Sell Agreements, which include: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder has the right and responsibility to purchase the other shareholder's shares in the event of a triggering event. 2. Stock Redemption Agreement: This arrangement allows the corporation itself to buy back the shares of a shareholder who wishes to sell due to a triggering event. 3. Hybrid Agreement: This type combines elements of both the cross-purchase and stock redemption agreements, providing flexibility for shareholders to decide between buying back shares individually or allowing the corporation to repurchase them. Key elements typically covered in a New York Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation include: — Share Transfer Mechanism: The agreement outlines the process and terms for transferring shares, including provisions for pricing, valuation, and payment terms. — Triggering Events: The agreement identifies events that trigger the buy-sell provisions, such as death, disability, retirement, divorce, or disagreements between shareholders. — Purchase Price Determination: The agreement establishes a mechanism to determine the value of the shares being bought or sold, often involving independent appraisals or predetermined formulas. — Funding Provisions: The agreement specifies how the purchasing shareholder will fund the buyout, which can include cash, installment payments, or the use of an insurance policy. — Right of First Refusal: The agreement may grant the remaining shareholders the right of first refusal to purchase the shares before they can be sold to a third party. — Non-Compete and Non-Disclosure: The agreement may include provisions to protect the corporation's business interests, such as non-compete and non-disclosure clauses. A New York Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation provides a comprehensive framework for handling shareholder transitions and allows for a smooth and organized transfer of ownership, ensuring stability and continuity within the closely held corporation.

A New York Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is a legally binding contract that outlines the terms and conditions for the purchase and sale of shares between two shareholders in a closely held corporation based in New York. This agreement is essential to govern the company's ownership structure and protect the interests of both parties involved. Being a vital component of corporate governance, the New York Buy-Sell Agreement ensures a smooth transition of shares and addresses various scenarios such as death, disability, retirement, divorce, disagreement, or desire to exit the company, providing a framework for fair and equitable resolution. There are different types of New York Buy-Sell Agreements, which include: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder has the right and responsibility to purchase the other shareholder's shares in the event of a triggering event. 2. Stock Redemption Agreement: This arrangement allows the corporation itself to buy back the shares of a shareholder who wishes to sell due to a triggering event. 3. Hybrid Agreement: This type combines elements of both the cross-purchase and stock redemption agreements, providing flexibility for shareholders to decide between buying back shares individually or allowing the corporation to repurchase them. Key elements typically covered in a New York Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation include: — Share Transfer Mechanism: The agreement outlines the process and terms for transferring shares, including provisions for pricing, valuation, and payment terms. — Triggering Events: The agreement identifies events that trigger the buy-sell provisions, such as death, disability, retirement, divorce, or disagreements between shareholders. — Purchase Price Determination: The agreement establishes a mechanism to determine the value of the shares being bought or sold, often involving independent appraisals or predetermined formulas. — Funding Provisions: The agreement specifies how the purchasing shareholder will fund the buyout, which can include cash, installment payments, or the use of an insurance policy. — Right of First Refusal: The agreement may grant the remaining shareholders the right of first refusal to purchase the shares before they can be sold to a third party. — Non-Compete and Non-Disclosure: The agreement may include provisions to protect the corporation's business interests, such as non-compete and non-disclosure clauses. A New York Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation provides a comprehensive framework for handling shareholder transitions and allows for a smooth and organized transfer of ownership, ensuring stability and continuity within the closely held 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.