Buy-Sell Agreement Template

Q: What is a buy-sell agreement?

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.

Q: What is the difference between a buy-sell agreement and an operating agreement?

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.

Q: What is the difference between a cross-purchase and a redemption buy-sell agreement?

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.

Q: How is the business valued in a buy-sell agreement?

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.

Q: How is a buyout funded?

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.

Q: Does a buy-sell agreement need to be notarized?

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.

Q: Do buy-sell agreement rules vary by state?

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.

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.

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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 New Jersey, 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.

New Jersey Requirements for Buy-Sell Agreement

Business Entity Compliance (N.J.S.A. 14A:1-1 et seq. (Corporations); N.J.S.A. 42:2C-1 et seq. (LLCs))
The agreement must comply with New Jersey Business Corporation Act (for corporations) or the New Jersey Revised Uniform Limited Liability Company Act (for LLCs), which govern the formation, operation, and dissolution of business entities in the state.
Securities Law Compliance (Securities Act of 1933; Securities Exchange Act of 1934; 17 CFR § 230.501-508 (Regulation D))
The buy-sell agreement must comply with federal securities laws if the transaction involves the sale of securities, including exemption requirements under Regulation D for private offerings.
New Jersey Uniform Securities Law (N.J.S.A. 49:3-47 et seq.)
Compliance with state securities registration requirements and exemptions for the transfer of business interests, which may apply to certain buy-sell transactions.
Statute of Frauds (N.J.S.A. 25:1-5)
The agreement must be in writing to be enforceable under New Jersey's Statute of Frauds, particularly for agreements that cannot be performed within one year or involve real property transfers.
Contract Formation Requirements (New Jersey common law; Restatement (Second) of Contracts)
The agreement must meet basic contract formation requirements including offer, acceptance, consideration, legal purpose, and capacity of the parties.
Federal Tax Considerations (Internal Revenue Code §§ 1001, 1014, 1015, 2703)
The agreement must address federal tax implications of business interest transfers, including potential capital gains taxes, step-up in basis considerations, and alternative minimum tax issues.
New Jersey Tax Considerations (N.J.S.A. 54A:1-1 et seq. (Income Tax); N.J.S.A. 54:33-1 et seq. (Transfer Inheritance Tax))
Compliance with New Jersey state tax laws, including potential state income tax, inheritance tax, and estate tax implications of business interest transfers.
Life Insurance Provisions (N.J.S.A. 17B:24-1.1 et seq.)
If life insurance is used to fund the buy-sell agreement, compliance with New Jersey insurance laws regarding insurable interest and policy ownership is required.
Valuation Methodology (New Jersey common law; N.J.S.A. 14A:11-1 et seq. (for corporations))
The agreement must specify a clear and fair method for valuing the business interests, which courts will generally uphold if established in good faith and not contrary to public policy.
Americans with Disabilities Act Compliance (42 U.S.C. § 12101 et seq.)
Provisions related to disability triggers must comply with federal disability laws to avoid discrimination claims.
New Jersey Law Against Discrimination (N.J.S.A. 10:5-1 et seq.)
The agreement must comply with state anti-discrimination laws, particularly regarding provisions triggered by disability, age, or other protected characteristics.
Restrictive Covenants (New Jersey common law; Whitmyer Bros. v. Doyle, 58 N.J. 25 (1971))
Non-compete and non-solicitation provisions must comply with New Jersey's reasonableness standards regarding geographic scope, duration, and protection of legitimate business interests.
Divorce and Marital Property Considerations (N.J.S.A. 2A:34-23)
The agreement should address New Jersey's equitable distribution laws regarding marital property in the event of a shareholder's divorce.
Estate Planning Integration (Internal Revenue Code § 2001 et seq.; N.J.S.A. 54:33-1 et seq.)
The agreement must be coordinated with federal estate tax laws and New Jersey inheritance tax laws to ensure proper succession planning and tax efficiency.
Dispute Resolution Provisions (N.J.S.A. 2A:23A-1 et seq. (New Jersey Alternative Procedure for Dispute Resolution Act))
The agreement should include provisions for resolving disputes that comply with New Jersey's Alternative Dispute Resolution procedures and enforceability standards.
Bankruptcy Considerations (11 U.S.C. § 101 et seq. (Bankruptcy Code))
The agreement must address federal bankruptcy law implications, including potential limitations on enforceability of certain provisions if a shareholder files for bankruptcy.
Choice of Law and Forum Selection (New Jersey common law; Restatement (Second) of Conflict of Laws § 187)
The agreement should specify New Jersey law as governing and designate appropriate forums for dispute resolution, consistent with New Jersey's standards for enforcing such provisions.
Electronic Signatures (15 U.S.C. § 7001 et seq. (E-SIGN Act); N.J.S.A. 12A:12-1 et seq. (UETA))
The agreement may allow for electronic signatures in accordance with both federal and New Jersey electronic signature laws.
Fiduciary Duty Considerations (N.J.S.A. 14A:6-14; New Jersey common law)
The agreement must address the fiduciary duties of majority shareholders to minority shareholders under New Jersey corporate law, particularly in closely-held businesses.
Right of First Refusal Provisions (New Jersey common law; Restatement (Second) of Contracts § 373)
The agreement should include properly structured right of first refusal provisions that comply with New Jersey's standards for reasonableness and enforceability.

Frequently Asked Questions

What is a buy-sell agreement?

What is the difference between a buy-sell agreement and an operating agreement?

What is the difference between a cross-purchase and a redemption buy-sell agreement?

How is the business valued in a buy-sell agreement?

How is a buyout funded?

Does a buy-sell agreement need to be notarized?

Do buy-sell agreement rules vary by state?

Introduction

Key Things to Know

Key decisions before you file

Customize your Buy-Sell Agreement Template with DocDraft

Buy-Sell Agreement

1. Purpose

2. Transfer Restrictions

3. Triggering Events

4. Purchase Structure

5. Right of First Refusal

6. Purchase Price and Valuation

7. Funding

8. Closing and Payment

9. Disability

10. General

New Jersey Requirements for Buy-Sell Agreement

Business Entity Compliance (N.J.S.A. 14A:1-1 et seq. (Corporations); N.J.S.A. 42:2C-1 et seq. (LLCs))

Securities Law Compliance (Securities Act of 1933; Securities Exchange Act of 1934; 17 CFR § 230.501-508 (Regulation D))

New Jersey Uniform Securities Law (N.J.S.A. 49:3-47 et seq.)

Statute of Frauds (N.J.S.A. 25:1-5)

Contract Formation Requirements (New Jersey common law; Restatement (Second) of Contracts)

Federal Tax Considerations (Internal Revenue Code §§ 1001, 1014, 1015, 2703)

New Jersey Tax Considerations (N.J.S.A. 54A:1-1 et seq. (Income Tax); N.J.S.A. 54:33-1 et seq. (Transfer Inheritance Tax))

Life Insurance Provisions (N.J.S.A. 17B:24-1.1 et seq.)

Valuation Methodology (New Jersey common law; N.J.S.A. 14A:11-1 et seq. (for corporations))

Americans with Disabilities Act Compliance (42 U.S.C. § 12101 et seq.)

New Jersey Law Against Discrimination (N.J.S.A. 10:5-1 et seq.)

Restrictive Covenants (New Jersey common law; Whitmyer Bros. v. Doyle, 58 N.J. 25 (1971))

Divorce and Marital Property Considerations (N.J.S.A. 2A:34-23)

Estate Planning Integration (Internal Revenue Code § 2001 et seq.; N.J.S.A. 54:33-1 et seq.)

Dispute Resolution Provisions (N.J.S.A. 2A:23A-1 et seq. (New Jersey Alternative Procedure for Dispute Resolution Act))

Bankruptcy Considerations (11 U.S.C. § 101 et seq. (Bankruptcy Code))

Choice of Law and Forum Selection (New Jersey common law; Restatement (Second) of Conflict of Laws § 187)

Electronic Signatures (15 U.S.C. § 7001 et seq. (E-SIGN Act); N.J.S.A. 12A:12-1 et seq. (UETA))

Fiduciary Duty Considerations (N.J.S.A. 14A:6-14; New Jersey common law)

Right of First Refusal Provisions (New Jersey common law; Restatement (Second) of Contracts § 373)

Frequently Asked Questions