Buy-Sell Agreement

Buy-Sell Agreement


Area of Law: 

This is a template for a Buy-Sell Agreement, also known as a Buyout Agreement.  A Buy-Sell Agreement can be thought of as a type of premarital agreement made between business partners or shareholders as its purpose is to preside over what should happen if a co-owner of a business either dies, is necessitated to leave the business, or leaves the business voluntarily.

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AGREEMENT, made this ____ day of __________, 200__by and between

[list shareholders] hereinafter separately referred to as "Stockholder", and jointly as "Stockholders", and XYZ Corp, Inc., a North Carolina corporation, hereinafter referred to as the "Corporation", 




WHEREAS, the Stockholders together own 100% of the outstanding shares of capital stock of the Corporation, and 


WHEREAS, as used herein, the term "shares" shall mean all shares of common stock, at $.001 par value, of the Corporation now owned or hereafter acquired by the parties, and 


WHEREAS, the Stockholders are actively engaged in the conduct of the business of the Corporation, and it is contemplated that success or failure of the corporate enterprise will at all times depend in large measure on the personal abilities of the Stockholders, and 


WHEREAS, there is not now, nor is there likely in the future to be a substantial market for the shares of the Corporation, and


WHEREAS, for the foregoing reasons, the parties desire to provide for the purchase by another Stockholder or by the Corporation of the stock of any party desiring to sell the same; and for the purchase by the Corporation of the stock of a deceased party. 




IT IS THEREFORE AGREED, in consideration of the mutual promises and covenants hereinafter set forth, as follows: 


(1)   Restriction During Life. No stockholder shall transfer or encumber any of his shares of capital stock of the Corporation during his lifetime to any person, firm or corporation, without the consent of the Corporation and the other Stockholder, unless the Stockholder desiring to make the transfer or encumber (hereinafter referred to also as the "Transferor") shall have first made the offer hereinafter described and such offer shall not have been accepted. 


  1. Offer by the Transferor: The offer shall be given pro rata initially to the other


Stockholder(s) and shall consist of an offer to sell or encumber all of the shares of the capital stock of the Corporation owned by the Transferor, to which shall be attached a statement of intention to transfer, the name and address of such prospective transferee, the number of shares of capital stock involved, and the terms of such transfer or encumbrance.


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