What is a purchase and sale contract? Contrary to popular belief, a buy-sell agreement is not about buying and selling businesses; rather, it is a binding contract between contractors. A purchase-sale agreement consists of several clauses in your written business agreement (or it may be a separate agreement in itself) that control the following business decisions: The best way to avoid these problems is, as usual, with a carefully crafted company agreement. The ability to tailor a company agreement to the intentions of the parties is the main advantage of LLCs.Create a buy-sell agreement To create buy-sell rules, you can either use a self-help resource or consult a lawyer – or both. A good tool is Nolo`s Business Buyout Agreements: A Step-by-Step Guide for Co-Owners by lawyers Anthony Mancuso and Bethany K. Laurence, which contains a floppy disk with fill-in-the-blank buyout clauses and instructions for incorporating them into your company agreement. Even for those who want the services of a lawyer, this book guides you through the necessary discussions with your co-owners, so you can decide in your own time – not in that of your lawyer – which conditions you want to include. If there is no buyback agreement yet and members do not reach an agreement during the negotiation process, this can lead to costly action. In this case, it may be cheaper to dissolve the company and liquidate its assets to repay debts and distribute the remaining assets than to buy back a single member. What events should you cover as part of a buy-sell agreement? Your purchase-sale agreement will direct you and your co-owners and remind you how you agreed to manage the sale or redemption of a stake if a member`s circumstances change. Typically, the events that trigger a buyback of a member`s interests under a buy-sell agreement are: all members must approve the valuation of members mentioned in the buyout agreement. Members may carry out an informal assessment themselves or appoint a professional expert to carry out the assessment.
Once all members have set and approved a value, you need to decide whether the ownership is acquired according to a payment plan or with a lump sum. If you already have a buyback agreement, the procedures for determining the valuation and payment terms should be detailed. All parties must review and sign the sales contract. Who is responsible for signing the contract depends on the structure of the LLC. This can be a member of LLC or an official representative of the LLC. Your LLC should consult with an accountant and attorney during a buyback process as soon as the terms have been agreed. The accountant can ensure that all members are aware of the tax consequences of the redemption, while the lawyer can assist in the preparation of the repurchase agreement and related documents. A repurchase agreement also prevents a member from selling its shares to a natural or legal person with whom the remaining members do not wish to do business. The process of writing the agreement is also beneficial as it opens up communication between members about your expectations and hopes for the future of the company. Every LLC needs a corporate agreement, not only for buyouts, but also for general business purposes. It contains the rules that members have approved on how the company is run, communicates each member`s roles, and how each member communicates with the other members….