Business Buyout Agreements: Plan Now for All Types of Business Transitions

by Anthony Mancuso Attorney, Bethany K. Laurence J.D.

Overview

Head off disagreements with co-owners

It happens to any business that’s owned by more than one person: Sooner or later, one or more owners will want or need to leave the business. What happens when you’re ready to move on? Or what happens to your company if one co-owner wants to retire, files for bankruptcy, or goes through a divorce? Unless you plan in advance, it could threaten the survival of your business.

In short, it’s essential that you create a simple but effective “prenuptial agreement” for your company with a buyout agreement (buy-sell agreement). This document clarifies:

• when you or your co-owners can sell ownership interests
• the circumstances requiring an owner to sell (personal bankruptcy, for example)
• how much departing owners can ask for their shares, and
• how long continuing owners have to pay the former owner.

Business Buyout Agreements walks you through the creation of your own legal agreement—before issues come up and cause problems. It provides all the tax and legal information you need at every step, such as how to structure the agreement to avoid estate taxes. You’ll have a clear, fair agreement—and peace of mind.

Product Details

ISBN-13:	9781413329667
Publisher:	NOLO
Publication date:	06/03/2022
Sold by:	Barnes & Noble
Format:	eBook
Pages:	328
File size:	3 MB

About the Author

Anthony Mancuso is a corporations and limited liability company expert. A graduate of Hastings College of the Law in San Francisco, Tony is an active member of the California State Bar. Tony writes books and software in the fields of corporate and LLC law and has studied advanced business taxation at Golden Gate University in San Francisco. He also has been a consultant for Silicon Valley EDA (Electronic Design Automation) and other technology companies. He is currently employed at Google in Mountain View, California.
Tony is the author of many Nolo books on forming and operating corporations (profit and nonprofit) and LLCs. Among his current books are The Corporate Records Handbook; How to Form a Nonprofit Corporation; Incorporate Your Business; Form Your Own Limited Liability Company; and LLC or Corporation? His books and software have shown over 500,000 businesses and organizations how to form and operate a corporation or an LLC. Tony is a licensed helicopter pilot and guitarist.

Bethany Laurence joined Nolo as a legal editor in 1997. She holds a law degree from University of California, Hastings College of the Law, a B.A. degree from Boston University (Phi Beta Kappa, magna cum laude), and is a member of the California State Bar. Beth is Nolo's disability, retirement, and elder law editor. In addition to editing these sections of Nolo's network of websites, Beth edits the books Nolo's Guide to Social Security Disability, drawing on work in a legal clinic helping Social Security disability applicants apply for and appeal denials of disability benefits, The Complete IEP Guide: How to Advocate for Your Special Ed Child, California's Workers' Comp, and Social Security, Medicare, and Government Pensions.


Beth has also developed Nolo's online LLC formation application. Over the last decade she has been active on the board of directors of several local environmental and educational nonprofit organizations.

Table of Contents

Introduction Your Legal Companion for Creating a Buyout Agreement 1. An Overview of Buyout Agreements 2. Limiting the Transfer of Ownership Interests 3. Providing the Right to Force Buyouts 4. Structuring Buyouts 5. Funding Buyouts 6. How to Set the Buyout Price in Your Agreement 7. Choosing Payment Terms for Buyouts 8. Completing and Updating Your Buyout Agreement 9. Income and Estate Tax Issues 10. Lawyers, Tax Specialists, and Resources Appendixes A. How to Access the Buyout Forms B. Buyout Worksheet C. Buyout Agreement Index

Interviews

This book helps create a buyout, or buy-sell agreement, which is like a premarital agreement for business owners. Only 20% of businesses this type of agreement, but 100% need one.

Without a buyout agreement, the owners risk losing the money and work they put into their business when one of the owners wants to leave – or when an owner gets divorced, dies, or files for bankruptcy. This book walks you through creation of a buy-sell agreement and includes a fill-in agreement that can be tailored for owners of corporations, LLCs, and partnerships.

Editorial Reviews

Nolo has been publishing excellent self-help legal manuals since 1971.” Kiplinger's Personal Finance Magazine

"For more on buy-sells... read Nolo's Business Buyout Agreements." Inc. Magazine

“Business Buyout Agreements takes you through it, step by step…” Accounting Today

"Buyout agreements should be part of the initial documents when people start a company together, say Laurence and Mancuso, because it sets out in advance the rights of each owner if someone wants or needs to leave the business. Among the matters they discuss are when and how to allow an owner to request a buyout, when a buyout should be required, how to restrict who can buy into the company, how to value the business and each owner's share, how to set up payment terms to make future buyouts affordable, and how to provide the funds for future buyouts." Eithne O'Leyne, Editor, ProtoView

From the Publisher