Wisconsin Buy-Sell Agreement Template
The Wisconsin rules that shape the document: Marital Property Act joint action for interests titled in both names with 'and', and the no-blue-pencil non-compete rule under Section 103.465.
Introduction
A buy-sell agreement is the contract Wisconsin business co-owners rely on to decide in advance who may buy an owner's interest, at what value, and on what triggers such as death, disability, divorce, or a voluntary departure. In Wisconsin, two rules shape the document beyond the national template. First, Wisconsin is a marital-property state under the Wisconsin Marital Property Act (Wis. Stat. ch. 766): under Wis. Stat. 766.51, a spouse acting alone may manage marital property held in that spouse's name alone or held in both names in the alternative ('name or name'), but marital property titled in both names other than in the alternative (joined by 'and') may be managed only if the spouses act together (Wis. Stat. 766.51(2)), so joinder turns on how the business interest is titled. Second, a non-compete on a departing owner must be drafted to Wisconsin's sale-of-business standard, because Wis. Stat. 103.465 makes an unreasonable employment covenant void even as to any part that would be reasonable, with no judicial blue-penciling.
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Key Things to Know
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A Wisconsin buy-sell agreement is a binding contract among the co-owners of a business 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 in Wisconsin.
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Wisconsin is a marital-property state under the Wisconsin Marital Property Act (Wis. Stat. ch. 766). Under Wis. Stat. 766.51, a spouse acting alone may manage marital property held in that spouse's name alone or held in both names in the alternative, but joint action is required for marital property titled in both names joined by 'and' (Wis. Stat. 766.51(2)).
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In Wisconsin, whether one spouse can transfer a marital-property business interest alone turns on title. Solely titled or alternatively titled ('name or name') interests may be transferred by one spouse, while interests titled in both names with 'and' require both spouses to act together, so a Wisconsin buy-sell should state the title and require joinder where needed.
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The Wisconsin Marital Property Act imposes a duty of good faith between spouses in managing marital property (Wis. Stat. 766.15). A signed spousal acknowledgment and joinder in a Wisconsin buy-sell agreement helps confirm that a transfer of a marital-property interest is consistent with that duty and forecloses a later challenge.
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In Wisconsin, a non-compete against a departing owner should be drafted to the sale-of-business standard, not the employment standard. Wis. Stat. 103.465 makes an unreasonable employment covenant illegal, void, and unenforceable even as to any part that would be a reasonable restraint, so Wisconsin courts will not blue-pencil an overbroad employment covenant.
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Because Wisconsin has no statutory election to purchase an owner's shares in lieu of dissolution, a Wisconsin buy-sell agreement should set its own buyout terms and valuation. Wis. Stat. 180.1430 provides only the grounds for judicial dissolution of a Wisconsin corporation, so your agreement, not a statute, controls the exit price.
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Fund the Wisconsin buyout before you need it. Owners of a Wisconsin business commonly use life or disability insurance, a sinking fund, or installment payments so the agreed valuation can be paid when a trigger occurs. Match the funding to the valuation method your Wisconsin agreement sets.
Key decisions before you file
Before you file a Buy-Sell Agreement in Wisconsin, a few decisions shape the document: which option to choose and what each one means. The Buy-Sell Agreement guide walks through them.
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Wisconsin Requirements for Buy-Sell Agreement
Wisconsin Marital Property Act Title and Joint-Action Requirement
Wisconsin is a marital-property state under the Wisconsin Marital Property Act (Wis. Stat. ch. 766). Under Wis. Stat. 766.51, a spouse acting alone may transfer marital property titled in that spouse's name or in both names in the alternative, but marital property titled in both names with 'and' may be transferred only if the spouses act together (Wis. Stat. 766.51(2)).
Wisconsin Spousal Joinder and Duty of Good Faith
In Wisconsin, where a marital-property business interest is titled in both spouses' names other than in the alternative, both spouses must join in a transfer under Wis. Stat. 766.51(2). Include a spousal acknowledgment and joinder, consistent with the spousal duty of good faith in Wis. Stat. 766.15, so a Wisconsin transfer is not later challenged.
Wisconsin Non-Compete Drafted to the Sale-of-Business Standard
A covenant not to compete against a departing owner should be drafted to Wisconsin's sale-of-business standard. Wis. Stat. 103.465 makes an unreasonable employment covenant illegal, void, and unenforceable even as to any part that would be reasonable, so Wisconsin courts will not blue-pencil it. Tie the covenant to the sale and keep it reasonable in time and area.
Wisconsin Has No Statutory Buyout in Lieu of Dissolution
Wisconsin provides no statutory election to purchase an owner's shares in lieu of dissolution. Wis. Stat. 180.1430 sets only the grounds for judicial dissolution of a Wisconsin corporation. Draft the buyout and valuation clauses so the Wisconsin agreement itself controls the exit price, rather than leaving the outcome to a court.
Wisconsin Signed Writing; No Notarization Required
A Wisconsin buy-sell agreement is valid as a signed writing under the Wisconsin statute of frauds, Wis. Stat. 241.02. No notarization, witnesses, or government filing is required in Wisconsin. Keep the signed Wisconsin agreement with the company records and update the valuation periodically as ownership and value change.