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Shareholders' Buy-sell Agreement for Professional Corporation with...

Sample Shareholder Buy Sell Agreement

Name: Shareholders' Buy-sell Agreement for Professional Corporation with Option to Purchase Shares on Termination of Employment or Death of Shareholder -- Purchase by Corporation or Remaining Shareholders
Brand: US Legal Forms
Price: 59.00 USD
Rating: 4.6 (406 reviews)

Category:

Corporations - Buy Sell

State:

Multi-State

Control #:

US-0944BG

Format:

Instant download

Description

Shareholders' Buy-sell Agreement for Professional Corporation with Option to Purchase Shares on Termination of Employment or Death of Shareholder -- Purchase by Corporation or Remaining Shareholders A buy-sell agreement is an agreement between partners of a partnership or between a shareholder and a corporation whereby the parties agree to the terms and conditions of a future sale of the partners or shareholder's interest. By signing the agreement, the party contractually limits his or her ability to dispose of his or her interest in the partnership or corporation to the terms of the agreement. A buy-sell agreement is useful in assuring the orderly transfer of interests in the partnership or corporation. By limiting a party's ability to dispose of his or her interest in the partnership or corporation, control of the partnership or corporation may be assured. A Shareholders' Buy-sell Agreement for Professional Corporation with Option to Purchase Shares on Termination of Employment or Death of Shareholder -- Purchase by Corporation or Remaining Shareholders is a legal document that outlines the terms of a shareholders' agreement to buy or sell shares in a professional corporation in the event of the termination of employment or death of a shareholder. The agreement typically provides for the purchase of the shares by the corporation, the other shareholders, or both. This type of buy-sell agreement is also known as a Cross-Purchase Agreement, a Buy-Sell Agreement, or a Shareholder Agreement. There are two main types of Shareholders' Buy-sell Agreement for Professional Corporation with Option to Purchase Shares on Termination of Employment or Death of Shareholder -- Purchase by Corporation or Remaining Shareholders, including a unilateral agreement and a reciprocal agreement. In a unilateral agreement, the corporation is obligated to purchase the shares upon termination of employment or death of the shareholder, while in a reciprocal agreement, each shareholder is obligated to purchase the shares of any other shareholder who terminates employment or dies.

A Shareholders' Buy-sell Agreement for Professional Corporation with Option to Purchase Shares on Termination of Employment or Death of Shareholder -- Purchase by Corporation or Remaining Shareholders is a legal document that outlines the terms of a shareholders' agreement to buy or sell shares in a professional corporation in the event of the termination of employment or death of a shareholder. The agreement typically provides for the purchase of the shares by the corporation, the other shareholders, or both. This type of buy-sell agreement is also known as a Cross-Purchase Agreement, a Buy-Sell Agreement, or a Shareholder Agreement. There are two main types of Shareholders' Buy-sell Agreement for Professional Corporation with Option to Purchase Shares on Termination of Employment or Death of Shareholder -- Purchase by Corporation or Remaining Shareholders, including a unilateral agreement and a reciprocal agreement. In a unilateral agreement, the corporation is obligated to purchase the shares upon termination of employment or death of the shareholder, while in a reciprocal agreement, each shareholder is obligated to purchase the shares of any other shareholder who terminates employment or dies.

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How to fill out Shareholders' Buy-sell Agreement For Professional Corporation With Option To Purchase Shares On Termination Of Employment Or Death Of Shareholder -- Purchase By Corporation Or Remaining Shareholders?

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As part of the agreement, the business buys life insurance policies on the lives of each owner. The business pays the premiums and therefore exists as the owner and beneficiary of the policy.

This is called a "cross purchase" of stock. Each shareholder is thus personally liable for the payment of the stock and the disabled or deceased shareholder's estate is actually selling to as many people as there are surviving shareholders.

This agreement is most appropriate for closely held businesses that are organized as a partnership, C corporation, S corporation, limited liability company (LLC), or professional corporation and is most useful for companies with a large group of owners, as the company funds the agreement.

A buy and sell agreement (buy-sell agreement) is a legal remedy for establishing a clear plan of how to distribute the shares of a departed or deceased partner to the remaining ones. In the case of a death, life insurance policies are used to fund the buyout of shares from the deceased's estate.

It sets out rules and expectations about what will happen in the event of the death, disability, divorce, insolvency, employment termination, or retirement of any owner (a ?triggering event?).

The owners have the assurance that a deceased or disabled owner's share of the business will not transfer to an unsuitable owner. When the buy-sell agreement is funded by life insurance, cash is available to purchase an owner's interest, alleviating the strain of having to wait to get paid.

While a buy-sell agreement typically addresses the sale of shares among co-owners of a business, a shareholder agreement may address a wider range of issues, including the management and control of the business, the distribution of profits, and the appointment of directors and officers.

Here is how buy-sell agreements work: Determine which events invoke a triggered buyout. Establish who has rights and purchase obligations. Identify the names and address of the purchasers. Set a purchase price or valuation with applicable discounts. Establish payment terms as well as their intervals.

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The Stockholder acknowledges and agrees that the restriction on the transfer of Company Stock stated in this Section 1. The latter allows or requires a terminated or quitting employee-shareholder to sell the stock upon the end of employment.A buy and sell agreement controls the reassignment of a share of a business in the event that a partner dies or retires. 1) The entity-purchase agreement. An entity-purchase agreement is a buy-sell agreement between the business itself and the owners of the business. Buy-sell agreements are legally binding documents between two business partners that govern how business interests are treated if one partner leaves. Specifically, a person can:. 31.205-43 Trade, business, technical and professional activity costs. This publication is designed to assist a tax-option (S) corporation and its shareholders in preparing their Wisconsin franchise or income tax returns. Power of corporation to acquire its own shares.

Sample Shareholder Buy Sell Agreement

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How to fill out Shareholders' Buy-sell Agreement For Professional Corporation With Option To Purchase Shares On Termination Of Employment Or Death Of Shareholder -- Purchase By Corporation Or Remaining Shareholders?

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Who is the beneficiary of a buy-sell agreement?

When a corporation has a buy-sell agreement where the corporation buys out the stock of a deceased stockholder it is called?

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What does buy-sell agreement mean in life insurance?

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