Houston 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
• City: Houston
• 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. Houston Texas Buy-Sell Agreement between Two Shareholders of Closely Held Corporation refers to a legally binding contract that outlines the terms and conditions for the sale or transfer of shares between two shareholders in a closely held corporation located in Houston, Texas. A buy-sell agreement is crucial for protecting the interests of shareholders and ensuring a smooth transition in the event of certain triggering events. In Houston, Texas, there are several types of buy-sell agreements commonly used between two shareholders in closely held corporations. These agreements can be categorized as follows: 1. Cross-Purchase Agreement: This type of buy-sell agreement allows one shareholder to purchase the shares of the other shareholder, in the event of a triggering event such as death, disability, retirement, or voluntary departure. 2. Stock Redemption Agreement: In this type of buy-sell agreement, the corporation itself is authorized to repurchase the shares held by a shareholder upon the occurrence of a specified event. This event could be the death, disability, retirement, or voluntary departure of a shareholder. 3. Hybrid Agreement: A hybrid buy-sell agreement is a combination of both cross-purchase and stock redemption agreements. It provides flexibility for the remaining shareholder(s) and the corporation to choose whether to purchase the shares in the event of a triggering event. A Houston Texas Buy-Sell Agreement between Two Shareholders of Closely Held Corporation typically includes the following key components: 1. Triggering Events: Clearly defined triggering events that activate the buy-sell agreement, such as death, disability, retirement, voluntary departure, bankruptcy, divorce, or default. 2. Purchase Price: The agreed-upon price or method for determining the price at which the shares will be sold. Common methods include fair market value, book value, or a predetermined formula. 3. Funding: Provision for determining the funding mechanism, such as life insurance policies, installment payments, borrowings, or retained earnings. 4. Rights and Obligations: Clear delineation of the rights, obligations, and restrictions imposed on both the selling shareholder and the purchasing shareholder. 5. Dispute Resolution: Mechanisms for dispute resolution, such as arbitration or mediation, to resolve any disagreements that may arise during the implementation of the buy-sell agreement. 6. Transfer Restrictions: Provisions outlining any restrictions on transferring shares to parties outside the closely held corporation, ensuring the agreement's integrity and stability. 7. Right of First Refusal: Granting the existing shareholders the right of first refusal in case a shareholder intends to sell or transfer shares to a third party. By drafting a comprehensive Houston Texas Buy-Sell Agreement between Two Shareholders of Closely Held Corporation, shareholders can safeguard their interests and ensure a smooth transition in the face of unexpected events. Seeking legal counsel is advisable to customize the agreement according to the specific needs, objectives, and legal requirements applicable in Houston, Texas.

Houston Texas Buy-Sell Agreement between Two Shareholders of Closely Held Corporation refers to a legally binding contract that outlines the terms and conditions for the sale or transfer of shares between two shareholders in a closely held corporation located in Houston, Texas. A buy-sell agreement is crucial for protecting the interests of shareholders and ensuring a smooth transition in the event of certain triggering events. In Houston, Texas, there are several types of buy-sell agreements commonly used between two shareholders in closely held corporations. These agreements can be categorized as follows: 1. Cross-Purchase Agreement: This type of buy-sell agreement allows one shareholder to purchase the shares of the other shareholder, in the event of a triggering event such as death, disability, retirement, or voluntary departure. 2. Stock Redemption Agreement: In this type of buy-sell agreement, the corporation itself is authorized to repurchase the shares held by a shareholder upon the occurrence of a specified event. This event could be the death, disability, retirement, or voluntary departure of a shareholder. 3. Hybrid Agreement: A hybrid buy-sell agreement is a combination of both cross-purchase and stock redemption agreements. It provides flexibility for the remaining shareholder(s) and the corporation to choose whether to purchase the shares in the event of a triggering event. A Houston Texas Buy-Sell Agreement between Two Shareholders of Closely Held Corporation typically includes the following key components: 1. Triggering Events: Clearly defined triggering events that activate the buy-sell agreement, such as death, disability, retirement, voluntary departure, bankruptcy, divorce, or default. 2. Purchase Price: The agreed-upon price or method for determining the price at which the shares will be sold. Common methods include fair market value, book value, or a predetermined formula. 3. Funding: Provision for determining the funding mechanism, such as life insurance policies, installment payments, borrowings, or retained earnings. 4. Rights and Obligations: Clear delineation of the rights, obligations, and restrictions imposed on both the selling shareholder and the purchasing shareholder. 5. Dispute Resolution: Mechanisms for dispute resolution, such as arbitration or mediation, to resolve any disagreements that may arise during the implementation of the buy-sell agreement. 6. Transfer Restrictions: Provisions outlining any restrictions on transferring shares to parties outside the closely held corporation, ensuring the agreement's integrity and stability. 7. Right of First Refusal: Granting the existing shareholders the right of first refusal in case a shareholder intends to sell or transfer shares to a third party. By drafting a comprehensive Houston Texas Buy-Sell Agreement between Two Shareholders of Closely Held Corporation, shareholders can safeguard their interests and ensure a smooth transition in the face of unexpected events. Seeking legal counsel is advisable to customize the agreement according to the specific needs, objectives, and legal requirements applicable in Houston, Texas.

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.