Buy-Sell Agreement Redemption

A share repurchase/sale agreement is a contractual agreement between the shareholders and the company in which the company is required to repurchase the shares of a deceased or disabled shareholder. After the death or disability of a shareholder, the stock of shares of that shareholder must be returned to the company in accordance with the terms of the purchase/sale contract. If the share withdrawal contract is funded by life or disability insurance, the company pays the premiums. In addition, the company owns the insurance policy and the beneficiary of the policy. It`s also possible, Reg. 20.2031-2 (h) must interpret that the shares of the company or other shareholders must first be offered at the transfer price applicable to death. If the offer is then rejected, the shareholder should be able to sell the shares for more. A reference right in the company and/or other shareholders at the contract price – even if the price of a third party is higher – means that the fraudster is not free to “transfer the underlying securities at any price he chooses during his lifetime.” Choosing between a withdrawal and a cross-purchase contract can be difficult. There are many variables: not only the circumstances of the company and shareholders can change, but also the tax laws. The “waiting and vision” agreement offers greater flexibility. Unlike other buy-sell agreements, the buyer is not specifically identified. Shareholders, the company or both can buy life insurance. When a shareholder dies, the company has the first option to buy the stock.

If the company decides to buy or buy not only a portion of the shares, shareholders will have the opportunity to buy. The company must buy remaining shares. Comment: The tax results of a low or zero shareholder may be substantially the same, whether the repayment is considered a taxable dividend or as a proceeds from the sale of shares, since the tax rates on eligible dividends and long-term capital gains are the same for 2011 and 2012. However, if the shareholder has significant capital losses on other transactions, the sale processing is preferred, as these capital losses can be used to offset the capital gain generated by the withdrawal transaction. Restrictions Shareholders should be informed of any restrictions on the portability of the company`s shares. There are three places where shareholders can implement the opinion: the statutes, the statutes or the shareholder`s agreement itself.

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