Business Transition

Buy-sell agreement at a glance

The key terms, considerations, and triggering events for understanding buyout agreements

Table of Contents

What is a buy-sell agreement? It’s a buyout agreement between owners that provides for transfers of ownership of a closely held business when certain triggering events occur. These events can include death, disability, divorce, retirement, family-related business succession, or just wanting to sell.

Restrictions on transfers

  • A good buy-sell agreement will absolutely forbid transfers that are not covered by the agreement and only permit transfers to be made in accordance with the agreement.

Allowable transfers

  • The agreement may permit transfers of ownership interests to whomever the owners agree upon. It’s common to allow transfers to related persons.
  • The agreement may define which related persons will be permitted transferees.
  • The agreement may allow transfers for estate planning purposes to revocable trusts, other trusts for the benefit of a spouse and/or descendants of an owner, LLCs, and partnerships.
  • Transfers to third parties may be allowed by the agreement with stipulations such as the other owners having a right of first refusal to purchase the selling owner’s interests.

Common triggering events

  • The owner’s departure, death, disability, divorce, bankruptcy, or disagreement with a co-owner. 

Who should the buyer be?

  • It’s common for an agreement to allow owners to have first right to purchase a deceased owner’s shares, and then the business entity itself can purchase any remaining shares (or vice versa).

Should a buyout be mandatory?

  • The agreement can make a buyout mandatory for the buyer and seller.
  • The buyer can have a call option, but not a requirement, to buy the ownership interest.

Purchase price considerations

  • How should the purchase price be determined?
  • Should purchase price be calculated differently for different triggering business events, such as a higher price for death, disability, or retirement compared with going to a competitor?

Considerations for funding using life insurance

  • Will all owners be insured?
  • Who will own the policies and pay the premiums— other owners or the entity?
  • If life insurance isn’t available or sufficient, how will the purchase price be paid?

Selling owner

  • Will the selling owner and the owner’s property be released from all guaranties of entity debt?

Provision for arbitration and dispute resolution

  • Buy-sell agreements can provide for some means of mediation and/or arbitration of disputes arising out of buy-sell agreements.
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Let’s take a moment to talk about your buy-sell agreement—because when life changes, your business should be ready. First…

Does your agreement spell out what triggers a buyout? We call them the five Ds:

Death… Disability… Divorce… Departure… and Disagreement. Each one can impact ownership—and your future.

Make sure terms like disability are clearly defined. And ask yourself— should the buyout be required… or just optional?

Next… How is the value of the business determined? Some agreements use a fixed number or a formula— but what if last year was unusually strong… or weak? A smarter approach? Get a professional valuation at the time of the buyout—

and agree on how to choose the appraiser.

Third… Let’s talk about how the buyer pays.

How much cash is needed up front? What are the terms of the promissory note?

And if you’re using life insurance to fund a buyout— make sure it’s enough.

If the business owns the policy, be aware of possible estate tax issues— especially after the 2024 Connelly decision.

Finally… If you’re unsure whether your agreement is up to date, connect with your Truist commercial banking team— and your Truist advisor to help review and strengthen it.

Plan ahead for your business transition

Talk to a Truist Wealth advisor about buy-sell agreements

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