The Buy-Sell Agreement For LLC (adapted for Australian Proprietary Limited Companies) is a crucial document for businesses with multiple shareholders, providing a predetermined framework for handling ownership transitions. This agreement becomes essential in situations such as shareholder death, disability, retirement, or voluntary exit. It is particularly relevant in the Australian business context where Proprietary Limited Companies are the common business structure for privately held companies. The agreement typically includes provisions for valuation methods, funding mechanisms (often through insurance), payment terms, and transfer procedures, all while ensuring compliance with the Corporations Act 2001 and other relevant Australian legislation. It serves as a risk management tool by preventing unwanted third-party ownership and maintaining business continuity during ownership transitions.
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1. Parties: Identifies all current shareholders and the company as parties to the agreement
2. Background: Explains the purpose of the agreement and current ownership structure
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Triggering Events: Specifies events that activate the buy-sell provisions (death, disability, retirement, voluntary sale, etc.)
5. Purchase Price and Valuation: Establishes the method for determining the purchase price of shares
6. Payment Terms: Details the timing and method of payment for purchased shares
7. Transfer Procedure: Outlines the process and requirements for transferring shares
8. Rights of First Refusal: Establishes existing shareholders' rights to purchase shares before external sale
9. Funding Mechanism: Specifies how purchase obligations will be funded (e.g., insurance, company funds)
10. Restrictive Covenants: Non-compete and confidentiality provisions
11. Default and Remedies: Consequences of failing to comply with agreement terms
12. General Provisions: Standard legal provisions including governing law, notices, amendments
1. Tag-Along Rights: Optional section for minority shareholder protection, giving them the right to join in any sale by majority shareholders
2. Drag-Along Rights: Optional section allowing majority shareholders to force minority shareholders to join in a sale
3. Foreign Investment Provisions: Required when foreign investors are involved or anticipated
4. Family Law Provisions: Additional provisions dealing with family law implications for family-owned businesses
5. Special Purpose Vehicle: Provisions for establishing a special purpose vehicle for share purchases
6. Employee Shareholder Provisions: Special terms for shareholders who are also employees
7. Cross Option Agreement: Optional structure for implementing the buy-sell arrangement through put and call options
1. Schedule 1 - Current Shareholdings: Details of current shareholders and their shareholdings
2. Schedule 2 - Valuation Formula: Detailed methodology for company/share valuation
3. Schedule 3 - Life Insurance Policies: Details of insurance policies funding buy-sell obligations
4. Schedule 4 - Share Certificate Forms: Pro forma share certificates and transfer forms
5. Schedule 5 - Deed of Accession: Pro forma deed for new shareholders to join the agreement
6. Appendix A - Company Constitution: Copy of the company constitution referenced in the agreement
7. Appendix B - Shareholders' Agreement: Copy of any existing shareholders' agreement
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Manufacturing
Retail
Technology
Healthcare
Construction
Family Business
Agriculture
Hospitality
Real Estate
Financial Services
Consulting
Mining
Transport and Logistics
Education and Training
Relevant Teams
Legal
Corporate Governance
Finance
Executive Leadership
Risk Management
Compliance
Corporate Affairs
Board of Directors
Company Secretariat
Business Development
Relevant Roles
Chief Executive Officer
Managing Director
Company Director
Business Owner
Company Secretary
Chief Financial Officer
General Counsel
Corporate Lawyer
Business Development Manager
Risk Manager
Compliance Officer
Financial Controller
Board Member
Shareholder
Partner
Founder
Executive Director
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