Wayne W. Kollas, Inc.
Business continuation planning
 

A Solid Buy/Sell Agreement Can:

  • Create a market for a deceased shareholder's stock.
  • Establish the purchase price of the deceased owner's interest.
  • Possibly set a value of the stock for estate tax purposes.
  • Provide liquid assets to handle estate expenses.
  • Maintain ownership control of business within planned channels.
  • Provide for funding of required transactions.
  • Improve the credit risk of the business.
 

What is a Buy/Sell Agreement?
A Buy/Sell agreement is a contract that allows you, as a business owner, to specify what happens to your business interest when you leave the business. If there are multiple owners, it allows you each to know where you stand and what will happen should another partner die, retire, or suffer another triggering action.

The triggering actions are most often death, disability or retirement. However they can include divorce, bankruptcy, termination of employment, creditor's judgment against an owner, loss of professional license or a third party offer to purchase.

Whether you leave by choice or by chance, a Buy/Sell agreement allows you to know that your business will continue to provide for family, employees and partners that depend on it.

Why Do We Need A Buy/Sell Agreement?
Without a buy sell agreement, The death or disability of an owner can leave surviving business owners or heirs faced with some very difficult decisions. Who will control the business? How will the family of the of the deceased or disabled owner become involved? What if the heirs want or need to sell their share of the business to pay estate taxes or provide liquid capital?

A Buy/Sell agreement allows the owners to consider how they want the business to proceed under a variety of circumstances, spelling out the details and planning for the financial aspects of the transition. By doing this ahead of time, they can assure both business continuity and family security. The Buy/Sell agreement can create a fair market for the closely held stock, allowing the family access to liquid assets to meet estate-related expenses.

How Are Buy/Sell Agreements Funded?

How are Buy/Sell Agreements Structured?

Why Buy/Sell?

Business Form Issues How Buy/Sell Can Help
Sole Proprietorship  
  • Heirs lack skills to operate the business.
  • Perceived lack of stability may destroy business's credit or erode customer or employee confidence.
  • Liquidation may provide only a fraction of the "going concern" value
 
  • Assures a willing and knowledgeable buyer to purchase the company.
  • A structured plan can help alleviate creditor, customer and employee fears.
  • Allows heirs to receive a fair price for company.
Partnership or LLC  
  • Partnership must dissolve on the death of a partner if there is no agreement otherwise.
  • Remaining partners may lack liquidity to continue operations.
  • Deceased partner's dependents may have immediate financial needs.
 
  • A buy/sell agreement can assure business continuation on the death of a partner.
  • Can provide liquid capital through life insurance payment.
  • Should provide for a quicker settlement of estate and a fair price for partner's business interest.
Corporations  
  • Existing stockholders may lack funds to purchase deceased's shares.
  • There may be no other ready market for the shares.
  • Business stability may be threatened by introduction of new owners with different styles or interests.
 
  • Provides necessary liquid funds to complete purchase.
  • Assures heirs a market and fair price for ownership interest.
  • Prevents remaining owners from losing "control" of business.
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Wayne w. Kollas, Inc. Business Services
P.O. Box 219040
Portland, OR 97225 USA
Phone: (503) 641-5445
Toll Free: (888) 575-5445

FAX: (503) 641-5449



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