Business Buyout Agreements: A Step-by-Step Guide for Co-Owners

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Everything partners need to create a "business prenup" that will protect a business if someone leaves.

If you're like many entrepreneurs, being in business means ...
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Overview

Everything partners need to create a "business prenup" that will protect a business if someone leaves.

If you're like many entrepreneurs, being in business means working with one or more co-owners. But what will happen to your company if a co-owner:
-wants out of the business
-wants to retire
-goes through personal bankruptcy
-wants to sell his shares to someone else
-goes through a divorce
-or passes away?

Business Buyout Agreements walks you through the creation of a legal contract -- a sort of "premarital agreement" for your business -- that protects everyone's interests. This document will help ensure a smooth transition following someone's departure. Clarify:
-when co-owners can sell their interest
-the circumstances when someone must sell
-who can buy into the business
-what price will be paid

Business Buyout Agreements is updated with the latest laws, and includes a complete business buyout agreement on CD-ROM.
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Editorial Reviews

Accounting Today
Business Buyout Agreements takes you through it, step by step...
Inc. Magazine
For more on buy-sells... read Nolo's Business Buyout Agreements.
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Product Details

  • ISBN-13: 9781413306484
  • Publisher: NOLO
  • Publication date: 7/9/2007
  • Edition description: Book and CD-ROM
  • Edition number: 4
  • Pages: 352
  • Product dimensions: 7.00 (w) x 9.00 (h) x 1.00 (d)

Meet the Author

Anthony Mancuso is a corporations and limited liability company expert. He graduated from Hastings College of Law in San Francisco, is a member of the California State Bar, writes books and software in the fields of corporate and LLC law, and studies advanced business taxation at Golden Gate University in San Francisco. He has also been a consultant for Silicon Valley EDA (Electronic Design Automation) companies, most recently working on a C++ open-source integrated circuit database project team. He is the author of several Nolo books on forming and operating corporations (both profit and nonprofit) and limited liability companies. His titles include Incorporate Your Business, How to Form a Nonprofit Corporation (national and California editions), Form Your Own Limited Liability Company, The Corporate Records Handbook, and LLC or Corporation?. He wrote and programmed Nolo's LLC Maker and Incorporator Pro software programs, which generate state-by-state articles and other forms for organizing corporations and LLCs. His books and software have shown over a quarter of a million businesses and organizations how to form a corporation or LLC. He also is a licensed helicopter pilot and has performed for years as a guitarist in many musical idioms.
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Table of Contents

Introduction: Your Legal Companion for Creating a Buyout Agreement

1 An Overview of Buyout Agreements

What a Buy-Sell, or Buyout, Agreement can Do 8

When Should You Create a Buyout Agreement? 16

Does Everyone Need a Buy-Sell Agreement? 17

How to Create Your Agreement 18

When to Seek a Lawyer's Advice 20

2 Limiting the Transfer of Ownership Interests

Transfers of Ownership Interests 24

Using a Right of First Refusal 25

Using Absolute Transfer Restrictions 43

3 Providing the Right to Force Buyouts

Changes in an Owner's Circumstances 48

If an Owner Retires or Stops Working 52

If an Owner Becomes Disabled 65

If an Owner Dies 74

If an Owner Divorces 88

If an Owner Loses a License 93

If an Owner Files for Personal Bankruptcy 96

If an Owner Defaults on a Personal Loan 99

If an Owner Needs to Be Expelled 104

4 Structuring Buyouts

Company Versus Co-Owners as Buyers 110

The "Wait and See" Approach Works 115

5 Funding Buyouts

Funding With Cash 134

Borrowing Money 135

Buying Insurance 135

Making Installment Payments 149

6 How to Set the Buyout Price in Your Agreement

Why Choose a Price in Advance? 152

What Valuation Methods are Based on 154

How our Valuation Provisions Work 157

Agreeing on a Fixed Price (Valuation Method 1) 159

Using a Buyout Formula 164

7 Choosing Payment Terms for Buyouts

Balancing the Interests of Buyer and Seller 188

Lump-Sum Cash Payment 190

Installment Plans 191

Customized Schedule of Payment 197

Creative Ways to Pay 198

8 Completing and Updating your Buyout Agreement

Finalizing your Buyout Agreement 202

Resolving Buyout Disputes in the Future 212

Binding Future Owners Under your Buyout Agreement 222

Updating your Agreement 223

9 Income and Estate Tax Issues

Income Tax Issues 228

Estate Tax Issues 245

10 Lawyers, Tax Specialists, and Resources

How to Find the Right Lawyer 270

Finding the Right Tax Adviser 275

Legal Resources 276

Appendixes

A How to Use the CD-ROM

Installing the Files onto your Computer 283

Using the Word Processing Files to Create Documents 284

Forms CD-ROM 287

B Buyout Worksheet

C Buyout Agreement

Index

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