Protect your business — and your estate — with a buy-sell agreement
Do you hold an interest in a business that’s closely held or family owned? If so, a buy-sell agreement should be a component of your estate plan. It establishes how your ownership interest (and those of other owners) will be handled following certain triggering events, including death, disability, divorce, retirement, termination of employment or withdrawal from the business. But that’s not all.
Determining an ownership interest’s worth
Depending on its terms, a buy-sell agreement may give the business or the remaining owners the option — or obligation — to purchase the departing owner’s interest. Life insurance is often used to provide funding when an owner dies.
One of the most important provisions in a buy-sell agreement is the method used to determine what an ownership interest is worth. An outdated or poorly designed valuation provision can create financial problems — and potentially disputes — precisely when the agreement is needed most.
Buy-sell agreements generally use one or more of the following approaches:
Independent appraisal. A qualified business valuation professional determines the value of the ownership interest when a triggering event occurs.
A predetermined formula. The agreement calculates value using measures such as book value, revenue or a multiple of earnings.
A negotiated price. The owners agree on the value of the business or the departing owner’s interest.
An independent appraisal can provide a valuation based on the company’s circumstances at the time of the triggering event. A formula may be simpler, but it can become outdated as the business evolves. Changes in profitability, assets, industry conditions and other factors can cause a formula to produce a price that no longer reflects economic reality.
Negotiation offers flexibility, but it also carries risk. Reaching an agreement may be difficult after an owner’s death or during a contentious departure. One alternative is to allow the parties to negotiate first and require an independent appraisal if they can’t agree within a specified period.
2 buy-sell agreement types
The type of buy-sell agreement you use can have significant tax and estate planning implications. Two common options are redemption agreements and cross-purchase agreements. A redemption agreement permits or requires the company to purchase a departing owner’s interest, while a cross-purchase agreement permits or requires the remaining owners to purchase the interest.
A disadvantage of cross-purchase agreements is that they can be cumbersome, especially if there are many owners. For example, if life insurance is used to fund the purchase of a departing owner’s shares, each owner will have to purchase an insurance policy on the lives of each of the other owners. But redemption agreements may trigger a variety of unwelcome tax consequences.
Miscellaneous benefits
A carefully structured buy-sell agreement does more than establish what happens when an owner leaves the business. It can also help prevent ownership from unexpectedly passing to outsiders, provide a market for an ownership interest that might otherwise be difficult to sell and create liquidity for an owner’s estate.
For a family business, these provisions can be especially valuable. A buy-sell agreement may help keep control in the hands of family members or other intended owners while providing cash to an estate or beneficiaries who won’t participate in the business.
Under certain circumstances, an agreement may also affect how an ownership interest is valued for federal estate tax purposes. Because the tax rules governing these arrangements are complex, the agreement should be coordinated with the owner’s broader estate and tax planning.
Review your agreement regularly
Even a carefully drafted buy-sell agreement can lose its effectiveness as circumstances change. A business may grow significantly, new owners may join, existing owners may leave, insurance coverage may become inadequate or the owners’ estate planning goals may evolve.
So regular reviews are essential. We can help you develop a buy-sell agreement in conjunction with your estate plan or evaluate whether your existing agreement’s provisions still fit your business and estate planning objectives.
© 2026










