Any business, even a small business, could use a buy-sell agreement. They are especially important when there is more than one owner. The agreement would infer how shares are sold in all situations — if a partner wants to retire, divorce or run away. This agreement would protect the business, so that the rights of heirs or former spouses could be accounted for without having to sell the business. In the event of the death of a partner, the estate must give its consent to the sale. If insurance policies are also in place, each individual and the company must be advised on the tax deductibility of the premium. This consultation can then be used to help each individual and the company get the best result of the agreement. If you are considering buying or selling a business, contact CCASA to ensure that you are protecting your assets and remaining compliant. To ensure that funds are available, partners in the economy typically purchase life insurance from other partners.
In the event of death, the proceeds of the policy are used for the acquisition of the deceased`s shares. The value of your business will change over time, so it`s important that this is reflected in the buy-sell agreement. It is customary for an agreement to evaluate the entity at the time of the event. If this is the case, it may also be interesting to outline in the agreement how the value is calculated at that time – book value, agreed value or independent valuation, for example. This will help avoid any dispute over the value of the business. To ensure this happens, it is also important that the agreement specifies how the business is bought or sold and who can purchase it specifically. This is particularly important if the event that triggers the agreement is the death of one of the owners, as the agreement should be clear enough to replace any will that the deceased owner had. Given the nature of the current health crisis, partners may wish to accept what is known as a “delayed trigger” of the purchase-sale agreement. In particular, after the acceptance of the contract, no party, a majority or minority owner will have the right to initiate the purchase for at least two years, convinced that this period will allow the company to emerge completely out of the crisis before a takeover takes place.
Life insurance is a common way for many companies to plan the execution of the sales contract. For example, for many co-owners, the market value of the business would be estimated. Each partner would then be insured by the other owners or the company for its share of the total value of the business. In the event of the death or incapacity of an owner to work, the proceeds of life insurance would be used by the other partners for the acquisition of the shareholder`s shares, the valuation price being intended for the family of the deceased owner. The buy-sell agreement may take the form of a cross-purchase plan or a buyback plan (entity or withdrawal of shares). For more neutrality and efficiency of the buyout agreement, the service of a corporate agent is recommended. The purchase and sale agreement assumes that the shares are sold according to a specific formula to the company or other members of the company. For example, the agreement may prevent owners from selling their shares to outside investors without the consent of other owners.
Similar protection may be granted in the event of a partner`s death. This contribution examines the key factors that both majority owners and minority investors wish to consider in negotiating a mutually acceptable buyout agreement, which will allow partners to sell the transaction on consensual terms.