Puerto Rico 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. Puerto Rico Buy-Sell Agreement between Shareholders of Closely Held Corporation: A Comprehensive Overview Introduction to Buy-Sell Agreements in Puerto Rico: In Puerto Rico, a buy-sell agreement serves as an essential legal document for shareholders in a closely held corporation. It establishes the terms and conditions that regulate the buying and selling of shares between shareholders, providing a framework for addressing ownership changes, transfers, and disputes. Purpose and Importance of a Puerto Rico Buy-Sell Agreement: A buy-sell agreement helps safeguard the interests of shareholders, ensuring a smooth transition of shares in various circumstances. It offers a clear roadmap to navigate through events such as retirement, disability, death, or voluntary exits from the corporation. Additionally, a well-drafted buy-sell agreement can protect minority shareholders by maintaining the stability and continuity of the corporation's ownership structure. Types of Puerto Rico Buy-Sell Agreements: 1. Cross-Purchase Buy-Sell Agreement: This type of agreement is most commonly used in closely held corporations with a limited number of shareholders. Each shareholder enters into a separate agreement with other shareholders, granting them the right to buy their shares upon a triggering event. The purchasing shareholders can hold the shares proportionately or based on a predetermined formula. 2. Stock Redemption Buy-Sell Agreement: Alternatively, in a stock redemption buy-sell agreement, the corporation itself is responsible for purchasing the shares of a departing shareholder. The agreement outlines the terms of this redemption, including the price, payment schedule, and any necessary funding mechanisms. This arrangement simplifies the process for remaining shareholders, who need not worry about finding external buyers or funding the purchase themselves. Key Elements of a Puerto Rico Buy-Sell Agreement: 1. Purchase Price Determination: The agreement should specify how the price for the shares will be determined upon the occurrence of a triggering event. Common methods include a predetermined formula, appraisal by an independent professional, or using a set book value. 2. Triggering Events: The buy-sell agreement should clearly outline various triggering events, such as retirement, disability, voluntary withdrawal, termination, divorce, bankruptcy, or death. Each event should be defined precisely, leaving no room for ambiguity. 3. Right of First Refusal: To maintain control over the corporation's ownership structure, the agreement may grant existing shareholders a right of first refusal. This provision allows them to purchase a departing shareholder's shares before they seek external buyers. 4. Funding Mechanisms: The agreement should address how the purchasing party will fund the buyout, ensuring financial feasibility for all parties involved. Options may include cash payments, installment payments, or utilizing life insurance policies. 5. Dispute Resolution: To mitigate potential conflicts between shareholders, the buy-sell agreement should include provisions for dispute resolution, such as mediation or arbitration, before resorting to litigation. Conclusion: A well-crafted Puerto Rico Buy-Sell Agreement between Shareholders of Closely Held Corporation is crucial for maintaining the stability and continuity of ownership within a corporation. By providing a clear framework for share transfers and ownership changes, these agreements protect the interests of shareholders and ensure a seamless transition during critical events. The choice between a cross-purchase or stock redemption agreement depends on the specific needs and preferences of the shareholders involved.

Puerto Rico Buy-Sell Agreement between Shareholders of Closely Held Corporation: A Comprehensive Overview Introduction to Buy-Sell Agreements in Puerto Rico: In Puerto Rico, a buy-sell agreement serves as an essential legal document for shareholders in a closely held corporation. It establishes the terms and conditions that regulate the buying and selling of shares between shareholders, providing a framework for addressing ownership changes, transfers, and disputes. Purpose and Importance of a Puerto Rico Buy-Sell Agreement: A buy-sell agreement helps safeguard the interests of shareholders, ensuring a smooth transition of shares in various circumstances. It offers a clear roadmap to navigate through events such as retirement, disability, death, or voluntary exits from the corporation. Additionally, a well-drafted buy-sell agreement can protect minority shareholders by maintaining the stability and continuity of the corporation's ownership structure. Types of Puerto Rico Buy-Sell Agreements: 1. Cross-Purchase Buy-Sell Agreement: This type of agreement is most commonly used in closely held corporations with a limited number of shareholders. Each shareholder enters into a separate agreement with other shareholders, granting them the right to buy their shares upon a triggering event. The purchasing shareholders can hold the shares proportionately or based on a predetermined formula. 2. Stock Redemption Buy-Sell Agreement: Alternatively, in a stock redemption buy-sell agreement, the corporation itself is responsible for purchasing the shares of a departing shareholder. The agreement outlines the terms of this redemption, including the price, payment schedule, and any necessary funding mechanisms. This arrangement simplifies the process for remaining shareholders, who need not worry about finding external buyers or funding the purchase themselves. Key Elements of a Puerto Rico Buy-Sell Agreement: 1. Purchase Price Determination: The agreement should specify how the price for the shares will be determined upon the occurrence of a triggering event. Common methods include a predetermined formula, appraisal by an independent professional, or using a set book value. 2. Triggering Events: The buy-sell agreement should clearly outline various triggering events, such as retirement, disability, voluntary withdrawal, termination, divorce, bankruptcy, or death. Each event should be defined precisely, leaving no room for ambiguity. 3. Right of First Refusal: To maintain control over the corporation's ownership structure, the agreement may grant existing shareholders a right of first refusal. This provision allows them to purchase a departing shareholder's shares before they seek external buyers. 4. Funding Mechanisms: The agreement should address how the purchasing party will fund the buyout, ensuring financial feasibility for all parties involved. Options may include cash payments, installment payments, or utilizing life insurance policies. 5. Dispute Resolution: To mitigate potential conflicts between shareholders, the buy-sell agreement should include provisions for dispute resolution, such as mediation or arbitration, before resorting to litigation. Conclusion: A well-crafted Puerto Rico Buy-Sell Agreement between Shareholders of Closely Held Corporation is crucial for maintaining the stability and continuity of ownership within a corporation. By providing a clear framework for share transfers and ownership changes, these agreements protect the interests of shareholders and ensure a seamless transition during critical events. The choice between a cross-purchase or stock redemption agreement depends on the specific needs and preferences of the shareholders involved.

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.