If you have a business, then you should have a buy-sell agreement or a business succession plan. Business succession planning, including ownership succession and management succession, is critical to business owners. Will the business be transferred to family members, a key employee or other purchaser?
The buy-sell agreement is often an integral part of such planning. There are three basic types of buy-sell agreements: First, stock redemption agreements where the company agrees to purchase the departing owner’s interest; second, cross purchase agreements where the other owners agree to purchase the departing owner’s interest themselves; third, hybrid agreements that combine elements of the other two.
A buy-sell agreement protects each owner’s interest, preserves value, and prevents later disputes when an event of transfer occurs. A transition event could be a voluntary departure, disability, retirement or death. What happens if one of the owners gets a divorce? Without a buy-sell agreement to address these issues and assure orderly transition, the resulting chaos could be financially devastating for any business owner.
Critical Note:
How do you value your business? Once a value is established, how do you fund a buy-sell agreement? Business valuation is one of the most problematic issues surrounding the buy-sell agreement. There are several business valuation methods. A few of the common methods include determining value with reference to (1) book value, (2) capitalizing the earning of the company over a fixed period of time, (3) setting the value by independent appraisal, or (4) periodically setting a fixed value by mutual agreement of the owners of the company. Experience shows that having the owners periodically determine the value is seldom satisfactory; they seldom get around to doing it and the value gets stale. A backup, such as determining the value by appraisal if the owners haven’t set the value in the last year or two is an important provision of a buy-sell agreement. Choosing the appropriate valuation method to implement is critical.
As pertains to funding, there are generally three ways to fund a buy-sell agreement. They are a cash sale which requires savings; a financed sale whereby part of the sales price is represented by a promissory note usually secured by a pledge of the stock being transferred; or if a cash or financed sale is not feasible, a sale funded by life insurance may best address the funding of a buy-sell agreement.
Contact us at http://www.ythlaw.com/for all your business succession needs.
The buy-sell agreement is often an integral part of such planning. There are three basic types of buy-sell agreements: First, stock redemption agreements where the company agrees to purchase the departing owner’s interest; second, cross purchase agreements where the other owners agree to purchase the departing owner’s interest themselves; third, hybrid agreements that combine elements of the other two.
A buy-sell agreement protects each owner’s interest, preserves value, and prevents later disputes when an event of transfer occurs. A transition event could be a voluntary departure, disability, retirement or death. What happens if one of the owners gets a divorce? Without a buy-sell agreement to address these issues and assure orderly transition, the resulting chaos could be financially devastating for any business owner.
Critical Note:
How do you value your business? Once a value is established, how do you fund a buy-sell agreement? Business valuation is one of the most problematic issues surrounding the buy-sell agreement. There are several business valuation methods. A few of the common methods include determining value with reference to (1) book value, (2) capitalizing the earning of the company over a fixed period of time, (3) setting the value by independent appraisal, or (4) periodically setting a fixed value by mutual agreement of the owners of the company. Experience shows that having the owners periodically determine the value is seldom satisfactory; they seldom get around to doing it and the value gets stale. A backup, such as determining the value by appraisal if the owners haven’t set the value in the last year or two is an important provision of a buy-sell agreement. Choosing the appropriate valuation method to implement is critical.
As pertains to funding, there are generally three ways to fund a buy-sell agreement. They are a cash sale which requires savings; a financed sale whereby part of the sales price is represented by a promissory note usually secured by a pledge of the stock being transferred; or if a cash or financed sale is not feasible, a sale funded by life insurance may best address the funding of a buy-sell agreement.
Contact us at http://www.ythlaw.com/for all your business succession needs.
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