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

• Category: Corporations - Contracts
• State: Multi-State
• Control #: US-02553BG
• 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. A Tennessee Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is a legally binding contract that outlines the terms and conditions governing the sale and purchase of shares between the two shareholders. This agreement is crucial for ensuring a smooth transition of ownership in case of certain events, such as death, disability, retirement, or voluntary termination of one shareholder's involvement in the corporation. The key elements of a Tennessee Buy-Sell Agreement include: 1. Purchase and Sale Agreement: This section specifies the terms and conditions under which the shares will be bought and sold, including the purchase price, valuation method, payment terms, and any contingencies. 2. Triggering Events: The agreement identifies the events that would trigger the buy-sell provision, such as death, disability, retirement, divorce, bankruptcy, or voluntary termination. It is important to include a comprehensive list of triggering events to avoid potential disputes. 3. Restriction on Transfer: This clause restricts the shareholders from transferring their shares to any third party without the consent of the other shareholder. It helps maintain control within the corporation by ensuring that shares can only be sold to the other shareholder or within a specified group of individuals. 4. Valuation: The buy-sell agreement should describe the method for valuing the shares during a triggering event. Common valuation methods include book value, fair market value, or a predetermined formula. It is crucial to establish a fair and objective valuation method to avoid disputes and ensure a smooth transaction. 5. Funding Mechanism: This section outlines how the purchasing shareholder will fund the buyout, typically through cash, installment payments, promissory notes, or life insurance policies. Funding mechanisms such as a sinking fund, cross-purchase agreement, or stock redemption agreement can be discussed and chosen based on the shareholders' preferences. Types of Tennessee Buy-Sell Agreements for Two Shareholders: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder agrees to purchase the other shareholder's shares in the event of a triggering event. It is commonly used when only two shareholders are involved and provides a straightforward and equitable method for transferring ownership. 2. Stock Redemption Agreement: In contrast to a cross-purchase agreement, the corporation agrees to redeem the shares of the departing shareholder using corporate funds or borrowed funds. These reliefs the purchasing shareholder from the burden of buying the shares personally. 3. Hybrid Agreement: A hybrid agreement combines elements of both cross-purchase and stock redemption agreements, allowing flexibility in structuring the buyout. For example, the agreement may state that the purchasing shareholder has the option to buy the shares personally or have the corporation redeem them. In conclusion, a Tennessee Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is a critical document that establishes the terms and procedures for the transfer of shares in various triggering events. By incorporating key elements such as the purchase and sale agreement, triggering events, restriction on transfer, valuation, and funding mechanism, shareholders can ensure a smooth transition of ownership. The types of agreements may include cross-purchase agreements, stock redemption agreements, or hybrid agreements, depending on the shareholders' preferences and circumstances.

A Tennessee Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is a legally binding contract that outlines the terms and conditions governing the sale and purchase of shares between the two shareholders. This agreement is crucial for ensuring a smooth transition of ownership in case of certain events, such as death, disability, retirement, or voluntary termination of one shareholder's involvement in the corporation. The key elements of a Tennessee Buy-Sell Agreement include: 1. Purchase and Sale Agreement: This section specifies the terms and conditions under which the shares will be bought and sold, including the purchase price, valuation method, payment terms, and any contingencies. 2. Triggering Events: The agreement identifies the events that would trigger the buy-sell provision, such as death, disability, retirement, divorce, bankruptcy, or voluntary termination. It is important to include a comprehensive list of triggering events to avoid potential disputes. 3. Restriction on Transfer: This clause restricts the shareholders from transferring their shares to any third party without the consent of the other shareholder. It helps maintain control within the corporation by ensuring that shares can only be sold to the other shareholder or within a specified group of individuals. 4. Valuation: The buy-sell agreement should describe the method for valuing the shares during a triggering event. Common valuation methods include book value, fair market value, or a predetermined formula. It is crucial to establish a fair and objective valuation method to avoid disputes and ensure a smooth transaction. 5. Funding Mechanism: This section outlines how the purchasing shareholder will fund the buyout, typically through cash, installment payments, promissory notes, or life insurance policies. Funding mechanisms such as a sinking fund, cross-purchase agreement, or stock redemption agreement can be discussed and chosen based on the shareholders' preferences. Types of Tennessee Buy-Sell Agreements for Two Shareholders: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder agrees to purchase the other shareholder's shares in the event of a triggering event. It is commonly used when only two shareholders are involved and provides a straightforward and equitable method for transferring ownership. 2. Stock Redemption Agreement: In contrast to a cross-purchase agreement, the corporation agrees to redeem the shares of the departing shareholder using corporate funds or borrowed funds. These reliefs the purchasing shareholder from the burden of buying the shares personally. 3. Hybrid Agreement: A hybrid agreement combines elements of both cross-purchase and stock redemption agreements, allowing flexibility in structuring the buyout. For example, the agreement may state that the purchasing shareholder has the option to buy the shares personally or have the corporation redeem them. In conclusion, a Tennessee Buy-Sell Agreement between Two Shareholders of a Closely Held Corporation is a critical document that establishes the terms and procedures for the transfer of shares in various triggering events. By incorporating key elements such as the purchase and sale agreement, triggering events, restriction on transfer, valuation, and funding mechanism, shareholders can ensure a smooth transition of ownership. The types of agreements may include cross-purchase agreements, stock redemption agreements, or hybrid agreements, depending on the shareholders' preferences and circumstances.