Broward Florida 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
• County: Broward
• 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 Broward Florida 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 in a closely held corporation. This agreement serves to protect the interests of the shareholders and ensure a smooth transition of ownership in the event of certain triggering events. In Broward County, Florida, there are various types of Buy-Sell Agreements that shareholders can consider based on their specific needs and circumstances. These include: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder agrees to buy the shares of the other shareholder(s) in the event of a triggering event, such as death, disability, retirement, or voluntary departure from the corporation. This agreement allows for a direct transfer of shares between shareholders. 2. Stock Redemption Agreement: Under this agreement, the corporation itself commits to buying back the shares of a departing or deceased shareholder. The remaining shareholders will receive the purchased shares and the departing shareholder (or their beneficiaries) will receive the agreed-upon price for the shares. 3. Hybrid Agreement: A hybrid agreement combines elements of both the cross-purchase and stock redemption agreements. It allows for flexibility in determining which shareholders will purchase the departing shareholder's shares. The decision can be based on various factors, such as tax considerations or financial capacity. Regardless of the type chosen, a Broward Florida Buy-Sell Agreement should contain key provisions such as: — Triggering Events: Clearly define the events that will activate the buy-sell agreement, such as death, disability, retirement, or voluntary departure. — Purchase Price: Establish a methodology for determining the fair market value of the shares, considering factors like book value, earnings multiples, or an agreed-upon appraisal process. — Payment Terms: Specify the payment terms, whether through a lump sum, installment payments, or other arrangements. It's crucial to address how the payments will be funded, whether through personal funds, insurance proceeds, or corporate assets. — Rights and Obligations of Shareholders: Clearly outline the rights and duties of shareholders in relation to the buy-sell agreement, including any restrictions on transferring shares to non-shareholders. — Dispute Resolution: Include clauses that outline the process for resolving disputes that may arise in connection with the agreement, such as mediation or arbitration provisions. — Termination: Determine the circumstances under which the agreement can be terminated, such as when all shareholders agree to dissolve it or upon the sale of the corporation. Broward Florida Buy-Sell Agreements between Two Shareholders of a Closely Held Corporation provide a framework for orderly ownership transitions, mitigate potential conflicts, and protect the interests of the shareholders involved. Consulting with a legal professional experienced in corporate law is highly recommended drafting a comprehensive and tailored agreement that addresses the unique requirements of the closely held corporation and its shareholders in Broward County, Florida.

A Broward Florida 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 in a closely held corporation. This agreement serves to protect the interests of the shareholders and ensure a smooth transition of ownership in the event of certain triggering events. In Broward County, Florida, there are various types of Buy-Sell Agreements that shareholders can consider based on their specific needs and circumstances. These include: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder agrees to buy the shares of the other shareholder(s) in the event of a triggering event, such as death, disability, retirement, or voluntary departure from the corporation. This agreement allows for a direct transfer of shares between shareholders. 2. Stock Redemption Agreement: Under this agreement, the corporation itself commits to buying back the shares of a departing or deceased shareholder. The remaining shareholders will receive the purchased shares and the departing shareholder (or their beneficiaries) will receive the agreed-upon price for the shares. 3. Hybrid Agreement: A hybrid agreement combines elements of both the cross-purchase and stock redemption agreements. It allows for flexibility in determining which shareholders will purchase the departing shareholder's shares. The decision can be based on various factors, such as tax considerations or financial capacity. Regardless of the type chosen, a Broward Florida Buy-Sell Agreement should contain key provisions such as: — Triggering Events: Clearly define the events that will activate the buy-sell agreement, such as death, disability, retirement, or voluntary departure. — Purchase Price: Establish a methodology for determining the fair market value of the shares, considering factors like book value, earnings multiples, or an agreed-upon appraisal process. — Payment Terms: Specify the payment terms, whether through a lump sum, installment payments, or other arrangements. It's crucial to address how the payments will be funded, whether through personal funds, insurance proceeds, or corporate assets. — Rights and Obligations of Shareholders: Clearly outline the rights and duties of shareholders in relation to the buy-sell agreement, including any restrictions on transferring shares to non-shareholders. — Dispute Resolution: Include clauses that outline the process for resolving disputes that may arise in connection with the agreement, such as mediation or arbitration provisions. — Termination: Determine the circumstances under which the agreement can be terminated, such as when all shareholders agree to dissolve it or upon the sale of the corporation. Broward Florida Buy-Sell Agreements between Two Shareholders of a Closely Held Corporation provide a framework for orderly ownership transitions, mitigate potential conflicts, and protect the interests of the shareholders involved. Consulting with a legal professional experienced in corporate law is highly recommended drafting a comprehensive and tailored agreement that addresses the unique requirements of the closely held corporation and its shareholders in Broward County, Florida.

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.