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Connecticut Buy-Sell Agreement between Two Shareholders of Closely Held Corporation

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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.

Connecticut Buy-Sell Agreement between Two Shareholders of Closely Held Corporation: A Connecticut Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is a legally binding contract that outlines the terms and conditions surrounding the transfer of shares between two shareholders of a closely held corporation in the state of Connecticut. It aims to provide a clear framework for the smooth transition of ownership and prevent potential disputes or disagreements in the future. This agreement is essential for protecting the interests of both shareholders and ensuring the stability and continuity of the corporation. It can be customized to suit the specific needs and requirements of the shareholders involved. Different types of Buy-Sell Agreements commonly used in Connecticut include: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder agrees to purchase the shares of the other shareholder if they wish to sell or if specific triggering events occur, such as death, disability, retirement, or termination of employment. This arrangement often involves the use of life insurance policies to provide the necessary funds for the purchase. 2. Stock Redemption Agreement: In this agreement, the corporation itself agrees to buy back the shares from the shareholder who wishes to sell. The corporation typically funds this redemption through available cash or through borrowing. 3. Hybrid Agreement: This agreement combines elements from both cross-purchase and stock redemption agreements. It allows shareholders to choose whether they want to buy or sell their shares, and if the choice is to sell, the corporation has an option to buy them. The key provisions commonly included in a Connecticut Buy-Sell Agreement between Two Shareholders are as follows: a) Purchase Price: The agreement should outline the methodology for determining the fair value or purchase price of the shares. This can include using appraisals, financial statements, or predetermined formulas. b) Triggering Events: The agreement should clearly define the events that trigger the buyout, such as death, disability, retirement, divorce, or termination of employment. c) Right of First Refusal: This clause grants the non-selling shareholder the first opportunity to purchase the shares before they are offered to other potential buyers. d) Funding Mechanisms: The agreement should specify the funding mechanisms to facilitate the buyout, such as life insurance policies, available cash, or borrowing. e) Transfer Restrictions: The agreement may include provisions to restrict the transfer of shares to external parties without the consent of the other shareholder or the corporation. f) Dispute Resolution: In case of any disputes or disagreements, the agreement should establish a mechanism for resolving conflicts, such as mediation or arbitration. A well-drafted Connecticut Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is crucial for preserving the integrity and stability of the corporation. It provides certainty and clarity for both shareholders during events that may impact the ownership structure. Professional legal advice should be sought when drafting or entering into such an agreement to ensure compliance with Connecticut state laws and the specific needs of the shareholders involved.

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FAQ

Your company's status as an S corporation with the Internal Revenue Service won't affect the buyout transaction between you and your partner. Under state law, ownership of a corporation is vested in shares of stock. One stockholder can buy out another stockholder simply by purchasing his shares.

A shareholder agreement, on the other hand, is optional. This document is often by and for shareholders, outlining certain rights and obligations. It can be most helpful when a corporation has a small number of active shareholders.

Removing a Partner From an S CorporationThere is no way to remove an incorporator. However, if the incorporator also happens to be a shareholder, you might want to know how to remove the shareholder's interest in the S corporation. The answer partly depends on the terms outlined in your shareholder agreement.

A shareholder buyout involves a corporation buying all of its stock back from a single or group of shareholders at an agreed upon price. The corporation will negotiate a price, and then exchange cash for the shareholder's stock.

A good buy-sell agreement can offer business owners peace of mind and help them to avoid future conflict and retain control of their companies. Once in place, agreements should be reviewed on a regular basis or especially when there is a major change in the business or an anticipated change in ownership.

Transferring Ownership of Stock within an S CorporationFollow the corporation's explicit stock transfer processes.Draft an agreement for the stock transfer.Execute the agreement then attain consideration.Record the transfer in the stock ledger of the corporation.Prepare to consent to an S corporation election.

Establish a market for the corporation's stock that might otherwise be difficult to sell; Ensure that the ownership of the business remains with individuals selected by the owners or remains closely held; Provide liquidity to the estate of a deceased shareholder to pay estate taxes and costs; and.

Definition. 1. A buy-sell agreement is an agreement among the owners of the business and the entity. 2. The buy-sell agreement usually provides for the purchase and sale of ownership interests in the business at a price determined in accordance with the agreement, upon the occurrence of certain (usually future) events.

A buyout agreement is a contract between the shareholders of a company. The agreement determines whether a company must buyout a departing shareholder or whether a company has the right to buyout a shareholder when a certain event, such as a shareholder's death, occurs.

Establish a market for the corporation's stock that might otherwise be difficult to sell; Ensure that the ownership of the business remains with individuals selected by the owners or remains closely held; Provide liquidity to the estate of a deceased shareholder to pay estate taxes and costs; and.

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By GV Mantese · Cited by 1 ? This article examines case law from both Michigan and across the country that has considered shareholder oppression claims (including claims based on fiduciary ...27 pages by GV Mantese · Cited by 1 ? This article examines case law from both Michigan and across the country that has considered shareholder oppression claims (including claims based on fiduciary ... Appendix A ? Model Company Agreement for Manager-Managed,S corporations and approximately 26% have only two shareholders.2 The Internal ...103 pages ? Appendix A ? Model Company Agreement for Manager-Managed,S corporations and approximately 26% have only two shareholders.2 The Internal ...By MR Siegel · 1993 · Cited by 3 ? The two basic forms of buy-sell agreements are redemption agreements andShareholders of a closely held corporation typically have a number of. This case involves a stock purchase agreement (buy-sell) for ataking over the family business would acquire all outstanding shares of ... By JW Blackburn · 1993 · Cited by 6 ? I. IMPORTANCE OF STOCK TRANSFER (BuY-SELL) AGREEMENTS IN. CLOSELY HELD CORPORATIONS. Stock transfer agreements are vital for both the formation and ultimate. Many closely held corporations have stock buy/sell agreements for valuing and purchasing the shares of a deceased or disabled shareholder or a ... Occasionally when a corporation has two equal owners, a buy-sell agreement may contain a provi- sion that either shareholder can cause a buyout by. Page 3. www ...15 pages Occasionally when a corporation has two equal owners, a buy-sell agreement may contain a provi- sion that either shareholder can cause a buyout by. Page 3. www ... This agreement is most appropriate for closely held businesses that are organized as a partnership, C corporation, S corporation, limited liability company (LLC) ... 2 MN DEFENSE s WINTER 2015A Threat from Within: Defending Closely-Held CorporationsDisputes between shareholders in closely-held corporations. Simply put, if the terms of the Buy/Sell Agreement encompass this merger,Seven Springs is a classic example of a closely held corporation and it is ...

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Connecticut Buy-Sell Agreement between Two Shareholders of Closely Held Corporation