Buy-Sell Agreement Template

Set who can buy an owner's share, at what price, and on what triggers, before you ever need it.

Introduction

A buy-sell agreement is a contract among the owners of a business that decides in advance who may buy an owner's share, at what price, and on what triggers such as death, disability, divorce, retirement, or a voluntary exit. It keeps ownership inside the group, gives the remaining owners a clear path to buy, and prevents a forced sale or a dispute when someone leaves. The core terms are the same nationwide: the structure (cross-purchase, entity redemption, or a hybrid), the triggering events, the valuation method, and how the buyout is funded. A few rules do vary by state, most notably spousal consent in community-property states and how a non-compete on a departing owner is enforced, so check the version for your state.

Key Things to Know

1
A buy-sell agreement is a binding contract among co-owners that fixes who can buy a departing owner's interest, the price or valuation method, and the triggering events, so a death, divorce, or exit does not force the business into a dispute or a sale to an outsider.
2
There are three common structures. In a cross-purchase the remaining owners buy the departing owner's share; in an entity redemption the business itself buys it back; a hybrid or wait-and-see agreement lets the parties choose at the time of the trigger.
3
Set the triggers explicitly. The usual ones are death, long-term disability, retirement, voluntary departure, divorce, and bankruptcy of an owner. Each trigger can have its own price and payment terms, so define them rather than leaving them to negotiation later.
4
Choose a valuation method and keep it current. Common methods are a fixed price the owners restate periodically, a formula such as a multiple of earnings, or an independent appraisal at the time of the trigger. Update the number at least once a year.
5
Fund the buyout before you need it. Owners commonly use life or disability insurance on each owner, a sinking fund, or installment payments, so the buyer has cash when a trigger occurs. Match the funding to the valuation so the price and the money available line up.
6
Some rules vary by state. Community-property states may require a spouse's consent or notice before an owner disposes of a community-property business interest, and states differ on whether a non-compete on a departing owner is enforceable. See the version for your state for the specific rule.
7
No notarization, witnesses, or government filing is required in most states. A buy-sell agreement is valid as a signed writing. Keep the signed agreement with the company records, note any transfer restriction on the share certificates, and review it after major changes. Attorney review is available.

Key decisions before you file

Before you file a Buy-Sell Agreement in Kansas, a few decisions shape the document: which option to choose and what each one means. The Buy-Sell Agreement guide walks through them.

Open the Buy-Sell Agreement guide

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Buy-Sell Agreement

This Buy-Sell Agreement (the "Agreement") is made on [date] among [Company name], a [state] [entity type] (the "Company"), and the persons who own interests in the Company and sign below (each an "Owner" and together the "Owners").

1. Purpose

The Owners want to keep ownership of the Company within the current group, provide a fair and orderly way to buy an Owner's interest when a triggering event occurs, set the price and payment terms in advance, and give each Owner a ready market for the interest. This Agreement controls the transfer of every ownership interest in the Company.

2. Transfer Restrictions

No Owner may sell, assign, pledge, or otherwise transfer all or any part of an ownership interest except as this Agreement allows. Any attempted transfer that violates this Agreement is void. Before any voluntary transfer to an outside party, the selling Owner must first offer the interest to the Company and then to the other Owners on the terms in Section 5. The Company shall note this restriction conspicuously on each ownership certificate.

3. Triggering Events

An Owner's interest becomes subject to purchase on any of the following: (a) death; (b) permanent disability, as defined in Section 9; (c) retirement or voluntary withdrawal; (d) termination of employment or service; (e) divorce, to the extent an interest would pass to a former spouse; (f) bankruptcy, insolvency, or an assignment for the benefit of creditors; or (g) an attempted transfer in violation of this Agreement.

4. Purchase Structure

The Owners elect one of the following, as stated in the Schedule: (a) Cross-Purchase, in which the remaining Owners buy the departing Owner's interest in proportion to their existing interests; (b) Redemption, in which the Company buys the interest; or (c) Wait and See, in which the Company has the first option and the remaining Owners may buy any interest the Company does not.

5. Right of First Refusal

If an Owner receives a bona fide written offer to buy an interest, the Owner shall give the Company and the other Owners written notice with the offer terms. The Company, and then the other Owners, may buy the interest on the same terms within [number] days. If neither buys, the Owner may complete the sale to the third party on those terms, and the buyer takes the interest subject to this Agreement.

6. Purchase Price and Valuation

The purchase price is the value of the interest determined by the method the Owners select in the Schedule: (a) a fixed price the Owners restate at least once each year; (b) a formula, such as a multiple of earnings or book value; or (c) an appraisal by a qualified independent appraiser as of the valuation date. The Owners should review and update the value regularly so the price stays realistic.

7. Funding

The buyout may be funded by life insurance or disability insurance on each Owner, a sinking fund, installment payments by the buyer, or a combination. Where insurance funds the purchase, the Schedule lists each policy, its owner, and its beneficiary, and the parties shall keep the coverage in force and match it to the current value.

8. Closing and Payment

The closing occurs within [number] days after the price is fixed. At closing, the buyer pays the price in cash or under the payment terms in the Schedule (for example, a down payment with the balance paid over [number] years with interest at [rate]), and the selling Owner delivers the interest free of liens and signs the documents needed to transfer it.

9. Disability

"Permanent disability" means an Owner's inability, because of illness or injury, to perform the Owner's regular duties for [number] consecutive months, determined as the Schedule provides. On permanent disability, the Owner's interest is purchased under the same terms that apply to the other triggering events.

10. General

This Agreement binds the Owners and their heirs, estates, and successors. It may be amended only by a writing signed by all Owners. If a court finds any provision unenforceable, the rest remains in effect. This Agreement is a signed writing and does not require notarization unless the Owners choose to notarize it. Attorney review is available.

Signatures.

Company: ______________________ Date: __________

Owner: ______________________ Date: __________

Complete the bracketed items and the Schedule for your Company. This template is general information, not legal advice; attorney review is available. For state-specific requirements, see the version for your state.

Kansas Requirements for Buy-Sell Agreement

Kansas Uniform Commercial Code Compliance (Kansas Statutes Annotated (K.S.A.) § 84-8-101 et seq. and § 84-9-101 et seq.)

The agreement must comply with Kansas Uniform Commercial Code (UCC) provisions governing the sale of securities and business interests, particularly Article 8 (Investment Securities) and Article 9 (Secured Transactions) when shares or membership interests are being transferred.

Kansas Business Entity Statutes Compliance (Kansas Statutes Annotated (K.S.A.) § 17-6001 et seq. (Corporations); § 17-7662 et seq. (LLCs); § 56a-101 et seq. (Partnerships))

The buy-sell agreement must conform to the specific statutory requirements for the business entity type (corporation, LLC, partnership) under Kansas law, including any restrictions on transfer of ownership interests.

Securities Law Compliance (Kansas Uniform Securities Act, K.S.A. § 17-12a101 et seq.; Securities Act of 1933, 15 U.S.C. § 77a et seq.)

The agreement must comply with both Kansas Uniform Securities Act and federal securities laws if the transfer of business interests could be considered a securities transaction, including potential exemptions from registration requirements.

Kansas Contract Formation Requirements (Kansas common law of contracts; K.S.A. § 16-101 et seq.)

The agreement must satisfy Kansas contract law requirements for valid formation, including offer, acceptance, consideration, legal purpose, and capacity of the parties to contract.

Statute of Frauds Compliance (Kansas Statute of Frauds, K.S.A. § 33-106)

The buy-sell agreement must be in writing to be enforceable under Kansas law, as it involves the transfer of business interests and typically cannot be performed within one year.

Kansas Tax Provisions (Kansas Income Tax Act, K.S.A. § 79-32,101 et seq.)

The agreement should address Kansas state tax implications of ownership transfers, including potential state income tax, transfer taxes, and inheritance taxes that may apply to the transaction.

Federal Tax Compliance (Internal Revenue Code § 1001 et seq. (capital gains); § 2001 et seq. (estate tax); § 2501 et seq. (gift tax))

The agreement must address federal tax implications, including potential capital gains taxes, gift taxes, estate taxes, and special valuation rules that may apply to closely-held business interests.

Life Insurance Provisions (Kansas Insurance Code, K.S.A. § 40-401 et seq.)

If life insurance is used to fund the buy-sell agreement, the provisions must comply with Kansas insurance laws regarding insurable interest and policy ownership.

Kansas Probate and Estate Administration (Kansas Probate Code, K.S.A. § 59-101 et seq.)

The agreement should address how business interests will be handled during probate and estate administration under Kansas law in the event of an owner's death.

Marital Property Considerations (Kansas Family Law Act, K.S.A. § 23-2001 et seq.)

The agreement should address Kansas marital property laws and potential spousal claims to business interests in the event of divorce or death of an owner.

Americans with Disabilities Act Compliance (Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.; Kansas Act Against Discrimination, K.S.A. § 44-1001 et seq.)

Provisions related to disability triggers must comply with the Americans with Disabilities Act and Kansas disability laws to avoid discriminatory practices.

Dispute Resolution Provisions (Kansas Uniform Arbitration Act, K.S.A. § 5-401 et seq.)

The agreement should include dispute resolution mechanisms that comply with Kansas laws regarding arbitration, mediation, and judicial proceedings.

Business Valuation Methods (Internal Revenue Code § 2703; Kansas common law regarding fair market value)

The agreement must specify legally compliant methods for business valuation that will withstand scrutiny under both Kansas law and IRS regulations for establishing fair market value.

Right of First Refusal Provisions (Kansas common law regarding restraints on alienation; K.S.A. § 58-2001 et seq.)

Any right of first refusal provisions must comply with Kansas contract and property law requirements regarding restraints on alienation and reasonable time limitations.

Non-Compete and Restrictive Covenant Compliance (Kansas common law regarding restrictive covenants)

Any non-compete or restrictive covenant provisions must comply with Kansas law requirements for reasonable scope, duration, and geographic limitations to be enforceable.

Electronic Signature Compliance (Kansas Uniform Electronic Transactions Act, K.S.A. § 16-1601 et seq.; Federal Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. § 7001 et seq.)

If the agreement will be executed electronically, it must comply with both Kansas and federal electronic signature laws to ensure enforceability.

Anti-Fraud Provisions (Kansas Consumer Protection Act, K.S.A. § 50-623 et seq.; Federal Securities Exchange Act, 15 U.S.C. § 78j(b) and Rule 10b-5)

The agreement should include representations and warranties that comply with Kansas and federal anti-fraud statutes to protect against misrepresentation in the transfer of business interests.

Fiduciary Duty Compliance (Kansas common law regarding fiduciary duties; K.S.A. § 17-6422 (corporate directors); K.S.A. § 17-76,134 (LLC managers))

The agreement must address the fiduciary duties of business owners under Kansas law, particularly in closely-held businesses where majority owners have special obligations to minority owners.

Bankruptcy Considerations (U.S. Bankruptcy Code, 11 U.S.C. § 101 et seq.; Kansas Bankruptcy Exemptions, K.S.A. § 60-2312)

The agreement should address how business interests will be handled in bankruptcy proceedings under both Kansas and federal bankruptcy laws.

Choice of Law and Forum Selection (Kansas common law regarding choice of law and forum selection)

The agreement should include provisions specifying Kansas law as governing and designating Kansas courts as the forum for any disputes, in compliance with Kansas choice of law principles.

Frequently Asked Questions

It is a contract among the owners of a business that sets who may buy an owner's interest, the price or valuation method, and the triggers such as death, disability, divorce, retirement, or a voluntary exit. It keeps ownership inside the group and prevents disputes when an owner leaves.

An operating agreement or bylaws set how the business runs day to day. A buy-sell agreement covers only ownership transitions: what happens to an owner's share on death, disability, divorce, or departure, how it is priced, and who may buy it. Many companies keep both.

In a cross-purchase, the remaining owners individually buy the departing owner's share, often funded by policies they hold on each other. In a redemption, the business itself buys the share back. A hybrid lets the parties decide which applies when the trigger happens. Each has different tax effects.

By the method the owners choose: a fixed price they restate periodically, a formula such as a multiple of earnings or book value, or an independent appraisal at the time of the trigger. Whatever the method, set it clearly and update it regularly so the price stays realistic.

Most owners fund it with life or disability insurance on each owner, a sinking fund set aside over time, or installment payments from the buyer after the trigger. The goal is to have cash available when it is needed, matched to the agreed valuation so the buyer can actually pay.

In most states, no. A buy-sell agreement is valid as a signed writing, with no notarization, witnesses, or government filing required. Keep the signed agreement with the company records and note any transfer restriction on the share certificates. A few state-specific rules may apply.

The core terms are the same everywhere, but some rules vary. Community-property states may require a spouse's consent or notice for a community-property business interest, and states differ on whether a non-compete on a departing owner is enforceable. Use the version for your state for the exact rule.