Collin Texas 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: Collin
• 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. Collin Texas Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation A Collin Texas Buy-Sell Agreement between two shareholders of a closely held corporation is a legal contract that governs the sale and purchase of shares between the shareholders in the event of certain triggering events. This agreement is crucial for protecting the rights and interests of both shareholders and ensuring the smooth continuation of the business operations. In Collin County, Texas, there are several types of Buy-Sell Agreements available for closely held corporations. Some common types include: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder agrees to buy the shares of the other shareholder in the event of a triggering event, such as death, disability, retirement, or voluntary separation. The agreement typically establishes the terms for determining the purchase price and the manner in which the shares will be transferred. 2. Stock Redemption Agreement: Unlike a cross-purchase agreement, a stock redemption agreement allows the corporation itself to buy back the shares of the departing shareholder. The remaining shareholder(s) may agree to sell their shares to the corporation as well. This type of agreement provides a mechanism for the corporation to maintain control and liquidate the shares upon a triggering event. 3. Hybrid Agreement: A hybrid buy-sell agreement combines elements of both cross-purchase and stock redemption agreements. In this arrangement, the remaining shareholder(s) have the option to purchase the shares of the departing shareholder, while the corporation also retains the right to redeem the shares if the remaining shareholder(s) decline to purchase. 4. Wait-and-See Agreement: This type of agreement allows the remaining shareholder(s) to delay the decision of whether they will purchase the departing shareholder's shares or if the corporation will redeem them. The agreement usually sets a timeframe within which the decision must be made. Key elements typically included in a Collin Texas Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation may encompass: — Triggers: A comprehensive list of triggering events that may activate the buy-sell agreement, such as death, disability, retirement, bankruptcy, divorce, or termination of employment. — Valuation Methodology: A mechanism for determining the fair market value of the shares to be bought or sold. Common methodologies include appraisals, book value, or a formula based on the corporation's financial performance. — Payment Terms: Clear guidelines on how the purchase price will be funded, whether through cash, installment payments, or borrowing from a third-party lender. — Right of First Refusal: The agreement may grant the remaining shareholder(s) the first opportunity to purchase the departing shareholder's shares before they can be sold to a third party. — Non-Compete Clauses: Restrictions on the departing shareholder engaging in similar business activities that may compete directly with the closely held corporation. It is essential for shareholders in a closely held corporation to seek legal counsel to draft a customized Collin Texas Buy-Sell Agreement that adheres to the specific requirements and preferences of the shareholders and complies with applicable corporate and tax laws.

Collin Texas Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation A Collin Texas Buy-Sell Agreement between two shareholders of a closely held corporation is a legal contract that governs the sale and purchase of shares between the shareholders in the event of certain triggering events. This agreement is crucial for protecting the rights and interests of both shareholders and ensuring the smooth continuation of the business operations. In Collin County, Texas, there are several types of Buy-Sell Agreements available for closely held corporations. Some common types include: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder agrees to buy the shares of the other shareholder in the event of a triggering event, such as death, disability, retirement, or voluntary separation. The agreement typically establishes the terms for determining the purchase price and the manner in which the shares will be transferred. 2. Stock Redemption Agreement: Unlike a cross-purchase agreement, a stock redemption agreement allows the corporation itself to buy back the shares of the departing shareholder. The remaining shareholder(s) may agree to sell their shares to the corporation as well. This type of agreement provides a mechanism for the corporation to maintain control and liquidate the shares upon a triggering event. 3. Hybrid Agreement: A hybrid buy-sell agreement combines elements of both cross-purchase and stock redemption agreements. In this arrangement, the remaining shareholder(s) have the option to purchase the shares of the departing shareholder, while the corporation also retains the right to redeem the shares if the remaining shareholder(s) decline to purchase. 4. Wait-and-See Agreement: This type of agreement allows the remaining shareholder(s) to delay the decision of whether they will purchase the departing shareholder's shares or if the corporation will redeem them. The agreement usually sets a timeframe within which the decision must be made. Key elements typically included in a Collin Texas Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation may encompass: — Triggers: A comprehensive list of triggering events that may activate the buy-sell agreement, such as death, disability, retirement, bankruptcy, divorce, or termination of employment. — Valuation Methodology: A mechanism for determining the fair market value of the shares to be bought or sold. Common methodologies include appraisals, book value, or a formula based on the corporation's financial performance. — Payment Terms: Clear guidelines on how the purchase price will be funded, whether through cash, installment payments, or borrowing from a third-party lender. — Right of First Refusal: The agreement may grant the remaining shareholder(s) the first opportunity to purchase the departing shareholder's shares before they can be sold to a third party. — Non-Compete Clauses: Restrictions on the departing shareholder engaging in similar business activities that may compete directly with the closely held corporation. It is essential for shareholders in a closely held corporation to seek legal counsel to draft a customized Collin Texas Buy-Sell Agreement that adheres to the specific requirements and preferences of the shareholders and complies with applicable corporate and tax laws.

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.