When it comes to owning a business with one or more partners, it`s crucial to have a solid buy sell agreement in place. This document outlines what will happen in the event that one partner wants to sell their shares in the company, or if one partner passes away or becomes incapacitated. Let`s take a look at how buy sell agreements work and why they are so important.

What is a buy sell agreement?

A buy sell agreement is a legally binding contract that outlines what will happen if one partner in a business wants to sell their shares. This agreement can include a variety of provisions, such as:

– A valuation of the company and how much the shares are worth

– Who has the right of first refusal to buy the shares

– What happens if a partner dies or becomes incapacitated

– How disputes between partners will be resolved

– What happens if the company is sold or dissolved

Why is a buy sell agreement important?

There are several reasons why a buy sell agreement is important for business partners. First, it ensures that the remaining partners have the option to buy out a departing partner`s shares in a fair and equitable manner. This can prevent disputes and legal battles down the line.

Second, if one partner passes away or becomes incapacitated, a buy sell agreement can ensure that their shares are distributed according to their wishes. This can prevent the possibility of their shares going to someone who may not have the best interests of the company in mind.

Finally, a buy sell agreement can provide clarity and certainty for all partners involved. Knowing what will happen in various scenarios can give everyone peace of mind and prevent misunderstandings or disagreements.

How does a buy sell agreement work?

The specifics of a buy sell agreement will vary depending on the needs of the business and the preferences of the partners involved. However, there are a few common elements that are often included in these agreements.

First, the agreement will typically outline how the company will be valued in the event of a buyout. This can include factors such as the company`s assets, revenue, and future growth potential.

Next, the agreement will specify who has the right of first refusal to buy the departing partner`s shares. This can be the remaining partners in the business, or it can be another designated party.

If the remaining partners choose to buy out the departing partner`s shares, the agreement will typically outline how this process will work. This can include details on how the purchase price will be paid, how the shares will be transferred, and what happens if the remaining partners are unable or unwilling to buy out the departing partner.

If the remaining partners do not exercise their right of first refusal, the departing partner may be able to sell their shares to an outside party. However, the buy sell agreement may include restrictions on who the departing partner can sell their shares to, in order to ensure that the new partner is a good fit for the business.


A buy sell agreement is a crucial document for any business with multiple partners. By outlining what will happen in various scenarios, this agreement can ensure that everyone involved has a clear understanding of their rights and responsibilities. If you`re a business owner, be sure to talk to a lawyer experienced in buy sell agreements to ensure that your business is protected.