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Washington Buy Sell or Stock Purchase Agreement Covering Membership Units in a Limited Liability Company (LLC) with an Option to Fund the Purchase through Life Insurance

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Multi-State
Control #:
US-00835BG
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Word; 
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Description

This form is set up as a Buy Sell Agreement between the LLC and a key member. It applies in the case of the death, disability, retirement or offer of member to sell his membership units during his lifetime.

The Washington Buy Sell or Stock Purchase Agreement is a legal document designed to cover the purchase and sale of membership units in a Limited Liability Company (LLC) with an additional option to fund the purchase through life insurance. This comprehensive agreement outlines the terms and conditions under which the buying and selling parties can transfer ownership interests in an LLC, ensuring a smooth and controlled transition. In regard to funding the purchase through life insurance, this option allows the buying party to utilize the proceeds of a life insurance policy to finance the acquisition of membership units. By incorporating this funding option, the agreement provides an extra layer of financial security for the purchasing party and enables them to complete the transaction without extensive cash outlays or borrowing. There may be different variations or types of the Washington Buy Sell or Stock Purchase Agreement Covering Membership Units in an LLC with an Option to Fund the Purchase through Life Insurance, depending on the specific circumstances and preferences of the parties involved. Here are a few examples: 1. Cross-Purchase Agreement: This type of agreement occurs when the remaining LLC members agree to purchase the membership units of a departing or deceased member. In this scenario, each member takes out a life insurance policy on the other members. When a member passes away or wishes to sell their units, the remaining members use the life insurance proceeds to buy those units. 2. Entity Purchase (Stock Redemption) Agreement: In this arrangement, the LLC itself is the purchasing party. The company directly buys back the membership units of a departing or deceased member using life insurance proceeds. This type of agreement is often ideal for larger LCS or in situations where there are multiple members involved. 3. Wait and See Agreement: This variation allows the purchasing party to choose between cross-purchasing or entity purchasing based on the specific circumstances at the time of the member's departure or death. The agreement outlines the procedures for determining the funding method, depending on various factors such as the available life insurance policies or the members' preferences. Overall, the Washington Buy Sell or Stock Purchase Agreement offers a flexible and customizable framework for LLC members to facilitate the smooth transfer of ownership interests. By incorporating the option to fund the purchase through life insurance, this agreement ensures financial stability and security for both buyers and sellers involved in the transaction.

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FAQ

The life insurance premiums used to fund a buy-sell agreement are not tax deductible. In a Cross-Purchase Agreement where an individual shareholder purchases life insurance on the life of another shareholder and pays the premium, it is paid for with after-tax dollars.

Advantages of using life insurance Life insurance creates a lump sum of cash to fund the buy-sell agreement at death. Life insurance proceeds are usually paid quickly after death, ensuring that the buy-sell transaction can be settled quickly. Life insurance proceeds are generally income-tax free.

A life insurance buy-sell agreement requires the business owners to carry life insurance that benefits each other or the business, so that the proceeds of the life insurance policy will be available to pay for the deceased member's ownership interest.

As part of the agreement, the business buys life insurance policies on the lives of each owner. The business pays the premiums and therefore exists as the owner and beneficiary of the policy. When an employee-owner dies, that share of the company passes to the heirs of his or her estate.

Along with offering cost savings over a lump sum cash payment, insurance policy funding also helps avoid the interest of a loan. Funding a buy-sell agreement with life insurance can also help make sure the business will have the means to purchase an exiting owner's shares, regardless of timing.

The business pays the premiums and therefore exists as the owner and beneficiary of the policy. When an employee-owner dies, that share of the company passes to the heirs of his or her estate. Then the business can use the policy's death benefit to buy the interest from the estate.

If you bought a life insurance for yourself ? meaning it pays out upon your death ? you can't deduct life insurance premiums.. The IRS considers life insurance a personal expense and ineligible for tax deductions. Employers paying employees' life insurance premiums can deduct those payments, with some restrictions.

There are four main types of buy-sell agreements. A redemption or entity purchase, a cross-purchase arrangement, a one-way buy-sell or a wait-and-see buy-sell.

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More info

The buy and sell agreement requires that the business share be sold to the company or the remaining members of the business according to a predetermined formula ... WHEREAS, the Parties wish to enter into this Agreement setting out the terms and conditions for the sale by the Sellers, and the purchase by Buyer, of the ...“Membership Interests” means the issued and outstanding membership units or interests of the Company. “Person” means any individual, corporation, trust, limited ... The alternative minimum tax (the “AMT”) may apply to life insurance proceeds payable to a C corporation in the case of a redemption buy-sell agreement. On the ... ... setting f011h the calculation of the assets, liabilities and member's equity of the Company on a consolidated basis as of immediately prior to the Effective ... The structure by which partners would buy or sell their interest in the business. A recent business valuation. Buyout funding sources (ex. insurance policies). 16-Sept-2019 — Buy-sell agreements are critical when dealing with a closely held business and yet often ignored or given short shrift by business owners. When there is only one owner of a company, a one-way buy-sell agreement can be set up, where a designated buyer pays for a life insurance policy on the owner. You can save money by taking higher deductibles on the coverages you do decide to purchase. Buying Property and Liability Insurance – Things to Consider. A thorough study of various provisions of the Companies Act is a must for becoming a competent and efficient Company Secretary. In the light of this, the study.

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Washington Buy Sell or Stock Purchase Agreement Covering Membership Units in a Limited Liability Company (LLC) with an Option to Fund the Purchase through Life Insurance