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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

  1. 1

    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.

  2. 2

    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)).

  3. 3

    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.

  4. 4

    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.

  5. 5

    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.

  6. 6

    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.

  7. 7

    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.

Open the Buy-Sell Agreement guide

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Wisconsin Buy-Sell Agreement (Compact State Terms)

This compact set states the Wisconsin-specific terms of a Buy-Sell Agreement. Use it together with the full national Buy-Sell Agreement template, which contains the general purchase, trigger, and closing provisions.

1. Governing Law. This Agreement is governed by the laws of the State of Wisconsin, without regard to its conflict-of-laws rules.

2. Marital Property; Title and Joint Action. Each married Owner acknowledges that an interest in the Company may be marital property under the Wisconsin Marital Property Act, Wis. Stat. ch. 766. Under Wis. Stat. 766.51, a spouse acting alone may manage and control marital property held in that spouse's name alone and marital property held in the names of both spouses in the alternative (for example, '(name) or (name)'), but marital property held in the names of both spouses other than in the alternative (joined by 'and') may be managed and controlled only if the spouses act together, as required by Wis. Stat. 766.51(2). Each Owner represents how the Owner's interest is titled and, where the interest is titled in both spouses' names other than in the alternative, both spouses shall join in any transfer under this Agreement. Each spouse acts consistently with the duty of good faith in Wis. Stat. 766.15.

3. Spouse's Acknowledgment and Joinder. The spouse of each married Owner signs the Spousal Consent below to acknowledge this Agreement, consent to its transfer restrictions, and, where the interest is titled in both names other than in the alternative, join in the Owner's transfer as required by Wis. Stat. 766.51(2).

4. Restrictive Covenant (Sale-of-Business Standard). Any covenant by a selling Owner not to compete is made as part of the sale of that Owner's ownership interest and goodwill and is intended to be governed by Wisconsin's sale-of-business reasonableness standard, not conditioned on employment. The parties acknowledge that under Wis. Stat. 103.465 an unreasonable employment covenant is illegal, void, and unenforceable even as to any part that would be a reasonable restraint, so this covenant is drafted to be reasonable in time and geographic scope. The selling Owner agrees not to carry on a similar business within [specify counties or geographic area] for a period of [specify duration].

5. Valuation and Buyout. Because Wisconsin has no statutory election to purchase an Owner's interest in lieu of dissolution, the purchase price is the [fixed price / formula / appraised fair value] stated in the national template, updated at least [annually]. The parties intend this valuation to control any purchase under this Agreement so that no Wisconsin court-ordered dissolution under Wis. Stat. 180.1430 is needed to resolve an exit.

6. Execution. This Agreement is effective when signed by the Owners, the Company, and any joining spouse. No notarization, witness, or filing is required in Wisconsin; a signed writing satisfies the Wisconsin statute of frauds, Wis. Stat. 241.02.

Spousal Consent. The undersigned is the spouse of an Owner. I have read this Wisconsin Agreement, consent to it, and, where the Owner's interest is marital property titled in both names other than in the alternative, join in its transfer under Wis. Stat. 766.51(2).

Owner: ______________________ Date: __________

Spouse: _____________________ Date: __________

This compact Wisconsin set supplements the national Buy-Sell Agreement template. It is general information, not legal advice; attorney review is available.

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.

Frequently Asked Questions

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

In Wisconsin, 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 Wisconsin companies keep both.

It depends on title. Wisconsin is a marital-property state, and under Wis. Stat. 766.51 a spouse acting alone may transfer an interest titled in that spouse's name or in both names in the alternative, but an interest titled in both names with 'and' requires both spouses to act together (Wis. Stat. 766.51(2)).

Under the Wisconsin Marital Property Act, a business interest may be marital property, and Wis. Stat. 766.51 makes management turn on title. Spouses must act together to transfer marital property titled in both names other than in the alternative (Wis. Stat. 766.51(2)), so a Wisconsin buy-sell should state the title and require joinder.

It should be drafted to Wisconsin's sale-of-business standard. Wis. Stat. 103.465 makes an unreasonable employment covenant void even as to any part that would be reasonable, so Wisconsin courts will not blue-pencil it. Tie the covenant to the sale of the owner's interest and keep the time and area reasonable.

Wisconsin has no statutory election to purchase an owner's shares in lieu of dissolution. Wis. Stat. 180.1430 sets only the grounds for judicial dissolution. So a Wisconsin buy-sell agreement should set its own buyout and valuation terms, giving the owners a contractual exit rather than relying on a court.

No. There is no notarization, witness, or filing requirement in Wisconsin. A buy-sell agreement is valid as a signed writing under the Wisconsin statute of frauds, Wis. Stat. 241.02. Keep the signed Wisconsin agreement with the company records and update the valuation periodically.