Every business should give serious consideration to how the company would deal with the death, disability, or departure of one of the owners. Like a will, a buy-sell agreement (also known as a business continuity or business operating contract) spells out how to distribute assets and other business interests should an owner quit, become disabled, or die.
Without such an agreement, complications arising from ownership succession may capsize an otherwise thriving company. The remaining owners might be forced to share management and profits with unskilled or contentious outsiders. They may be embroiled in legal disputes over business assets and liabilities. A firm's internal squabbles may spill over to customer service, resulting in lost sales. If the firm's ownership seems doubtful or its future uncertain, creditors might accelerate collection efforts, bringing unwanted pressure on company resources.
The possible death of the owner isn't the only reason to prepare a buy-sell agreement. Sometimes an owner voluntarily decides to leave the company. He or she may want to pursue another business opportunity, a change of climate, a different professional relationship, or a well-earned retirement. By providing a mechanism for assessing a firm's value and ensuring that all parties are treated equitably, a carefully crafted operating agreement will facilitate that kind of transition as well.
At a minimum, a buy-sell agreement should cover the following:
To ensure that the buy-sell agreement remains relevant and up to date, owners should review it periodically and revise it as needed.
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Note: Originally published 2014-05-06 16:50:56