Syndicate Legal Advisory Services prepares custom buy-sell agreements for the owners of a corporation, LLC, or partnership, in any U.S. state, whether as a stand-alone agreement among the owners and the company, as the buy-sell component of a shareholders’, operating, or partnership agreement, as a family-business or professional-practice succession agreement, or as an amendment to an agreement already in force. A buy-sell agreement is the owners’ contract about what happens to an owner’s interest when a triggering event occurs — death, disability, retirement, divorce, bankruptcy, termination of employment, a lost professional license, or a desire to sell — by establishing who must or may buy, at what price, on what terms, and with what funding, so that the remaining owners keep control of the business, the departing owner or the owner’s estate receives a fair and collectible price, and the business is not left negotiating under pressure with an heir, an ex-spouse, or a creditor. Working from the client’s answers to a structured intake and from the company’s charter, governing agreement, capitalization records, and financial statements, we draft the agreement written for the parties’ specific circumstances and consistent with the charter, the governing statute, the company’s other agreements, and the tax and insurance considerations that determine whether the agreement will work when it is needed, together with the approvals, legends, funding documents, and records that make it effective. State filing fees, where a related charter amendment is required, insurance premiums, appraisal fees, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Objective planning and intake — a structured intake and written summary confirming the company’s type, state, and tax classification; the owners, their interests, ages, health, roles, and family circumstances; the triggering events the agreement will cover and, for each, whether the purchase will be mandatory or optional and for whom; the structure — a cross-purchase by the other owners, a redemption by the company, a hybrid or wait-and-see arrangement, or a one-way sale to a designated successor — and the tax consequences of each (basis step-up for purchasing owners in a cross-purchase, the corporate-level and alternative-minimum-tax considerations of a redemption, the S-corporation and partnership allocation effects, and the estate-tax treatment of the price); the valuation method; the payment terms; the funding sources, including life and disability insurance; the interaction with existing shareholders’, operating, partnership, voting, right-of-first-refusal, and investor agreements; and the professional-licensure or regulatory restrictions on who may own.
Review of existing documents — review of the charter and bylaws (or the operating or partnership agreement) and their transfer and buy-sell provisions, the capitalization table, existing agreements among the owners, the owners’ estate-planning documents and marital agreements where they bear on the interests, existing insurance policies and their ownership and beneficiary designations, prior consents, and the statute’s limits on redemptions (the solvency and surplus tests) and transfer restrictions, with a written summary of the provisions the agreement must conform to or that must be amended, and the gaps in the existing arrangements.
Custom buy-sell agreement — drafting of the agreement in full, addressing: the parties, the interests subject to the agreement, and after-acquired interests; the general transfer restriction and permitted transfers; the triggering events and, for each — death, permanent disability as defined with the determination procedure, retirement at a specified age or after notice, voluntary withdrawal, termination of employment with or without cause, divorce or a transfer to a former spouse, bankruptcy or insolvency, a charging order or involuntary transfer, loss of a required license, breach of the agreement, and a third-party offer — the purchase obligation or option, the purchaser or purchasers and their allocation, and the exercise mechanics and deadlines; the purchase price — a fixed price updated annually by the owners’ certificate of agreed value with a fallback if not updated, a formula based on book value, earnings, or revenue, an appraisal by one or three appraisers with the selection procedure and standard of value, or a combination, with the discounts or premiums the parties agree to apply or exclude and the adjustment for insurance proceeds, debt to or from the owner, and distributions; the payment terms — the cash portion at closing, the promissory note for the balance with its term, interest, security, guaranty, and acceleration provisions, the application of insurance proceeds, and the company’s covenant to maintain the solvency required for a redemption; the closing mechanics, the transfer documents, and the resignation of the departing owner from offices and directorships; the non-competition, non-solicitation, and confidentiality covenants that attach to the departing owner where wanted and enforceable, and the client- or patient-transition provisions for a professional practice; the S-corporation eligibility and partnership allocation safeguards; the legend and the company’s covenant to refuse non-compliant transfers; the specific-performance and remedies provisions; the term, termination, and amendment procedure; and the spousal consent and acknowledgment, with the provisions binding the owners’ estates, trustees, and successors.
Funding documents — the insurance schedule identifying the policies, owners, beneficiaries, and amounts that fund each purchase obligation, the policy ownership and beneficiary-designation forms conforming to the structure (cross-owned policies for a cross-purchase, company-owned policies for a redemption, or a trusteed arrangement to simplify multiple cross-purchases), the insurance trust or escrow agreement where used, the notice and consent required for employer-owned life insurance under Section 101(j), the disability buyout policy coordination, and the procedure for adjusting coverage as the agreed value changes.
Approvals and conforming documents — the board or manager resolutions approving the company’s execution of the agreement, the legend, the company’s redemption obligations, and the insurance purchases, the shareholder or member consents where required, the spousal consents, the joinders for parties and transferees, the updated share or interest ledger with the legend notation, the conforming amendments to the charter, bylaws, operating or partnership agreement, or other agreements where needed, and the notifications to lenders, insurers, and licensing boards whose consent the agreement requires.
Deliverable: a complete, indexed buy-sell file (electronic and hard copy) containing the written summary of the review, the executed buy-sell agreement, the spousal consents and joinders, the funding documents and insurance schedule, the approvals and conforming documents, the updated ledger, the triggering-event checklist, and the compliance calendar, with a signature-ready version of each document for execution by the owners, their spouses, and the company.