Oregon Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions

• Category: Corporations - Shareholders and Stock
• State: Multi-State
• Control #: US-02569BG
• Format: Word; Rich Text

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. This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction. Oregon Shareholders' Agreement with Buy Sell Provisions is a legally binding document that establishes the rights and obligations of two shareholders who jointly own a closely held corporation in the state of Oregon. This agreement outlines the terms and conditions under which shares of the corporation can be bought or sold between the shareholders, ensuring the smooth functioning and governance of the company. There are different types of Oregon Shareholders' Agreement with Buy Sell Provisions that can be tailored to meet the unique needs and circumstances of the shareholders involved. Some common types include: 1. Cross-Purchase Agreement: This type of agreement allows each shareholder to purchase the shares of the other shareholder in the event of certain triggering events, such as death, disability, retirement, or voluntary sale. It provides a mechanism for the remaining shareholder to maintain control and ownership of the corporation. 2. Stock Redemption Agreement: In this type of agreement, the corporation itself agrees to purchase the shares of a shareholder in case of triggering events. The buyout is typically funded using the corporation's cash reserves or through external financing sources. 3. Hybrid Agreement: A hybrid agreement combines elements of both the cross-purchase and stock redemption agreements. It allows the remaining shareholder and the corporation to have the option to purchase the shares of the departing shareholder, depending on the nature of the triggering event. Key provisions typically included in an Oregon Shareholders' Agreement with Buy Sell Provisions are: 1. Buyout Triggers: Clearly defined events that can trigger the buyout provisions, such as death, disability, retirement, divorce, or voluntary sale. 2. Valuation Method: A mechanism or formula for determining the value of the shares to be bought or sold. This can be based on a pre-determined formula, independent appraisal, or a negotiated price. 3. Right of First Refusal: Granting the remaining shareholder or the corporation the first opportunity to purchase the shares before they can be offered to a third party. This provision ensures control remains within the company and its current shareholders. 4. Funding Mechanism: Identifying the source of funds for the buyout, whether it is through the personal assets of the remaining shareholder, the corporation's cash reserves, or external financing sources. 5. Restrictions on Transfer: Limitations on transferring shares to third parties without the consent of the other shareholder or the corporation. This provision helps maintain stability within the company and prevents shares from falling into undesired hands. 6. Dispute Resolution: A mechanism for resolving disputes that may arise between the shareholders related to the agreement, such as through mediation, arbitration, or litigation. Overall, an Oregon Shareholders' Agreement with Buy Sell Provisions is a crucial document that safeguards the interests of two shareholders in a closely held corporation. It provides a framework for the orderly transfer of shares, ensuring business continuity and preserving the value of the company.

Oregon Shareholders' Agreement with Buy Sell Provisions is a legally binding document that establishes the rights and obligations of two shareholders who jointly own a closely held corporation in the state of Oregon. This agreement outlines the terms and conditions under which shares of the corporation can be bought or sold between the shareholders, ensuring the smooth functioning and governance of the company. There are different types of Oregon Shareholders' Agreement with Buy Sell Provisions that can be tailored to meet the unique needs and circumstances of the shareholders involved. Some common types include: 1. Cross-Purchase Agreement: This type of agreement allows each shareholder to purchase the shares of the other shareholder in the event of certain triggering events, such as death, disability, retirement, or voluntary sale. It provides a mechanism for the remaining shareholder to maintain control and ownership of the corporation. 2. Stock Redemption Agreement: In this type of agreement, the corporation itself agrees to purchase the shares of a shareholder in case of triggering events. The buyout is typically funded using the corporation's cash reserves or through external financing sources. 3. Hybrid Agreement: A hybrid agreement combines elements of both the cross-purchase and stock redemption agreements. It allows the remaining shareholder and the corporation to have the option to purchase the shares of the departing shareholder, depending on the nature of the triggering event. Key provisions typically included in an Oregon Shareholders' Agreement with Buy Sell Provisions are: 1. Buyout Triggers: Clearly defined events that can trigger the buyout provisions, such as death, disability, retirement, divorce, or voluntary sale. 2. Valuation Method: A mechanism or formula for determining the value of the shares to be bought or sold. This can be based on a pre-determined formula, independent appraisal, or a negotiated price. 3. Right of First Refusal: Granting the remaining shareholder or the corporation the first opportunity to purchase the shares before they can be offered to a third party. This provision ensures control remains within the company and its current shareholders. 4. Funding Mechanism: Identifying the source of funds for the buyout, whether it is through the personal assets of the remaining shareholder, the corporation's cash reserves, or external financing sources. 5. Restrictions on Transfer: Limitations on transferring shares to third parties without the consent of the other shareholder or the corporation. This provision helps maintain stability within the company and prevents shares from falling into undesired hands. 6. Dispute Resolution: A mechanism for resolving disputes that may arise between the shareholders related to the agreement, such as through mediation, arbitration, or litigation. Overall, an Oregon Shareholders' Agreement with Buy Sell Provisions is a crucial document that safeguards the interests of two shareholders in a closely held corporation. It provides a framework for the orderly transfer of shares, ensuring business continuity and preserving the value of the company.