This Cross Purchase Buy Sell Agreement is essential for businesses with multiple owners operating in Australia who wish to establish a clear succession plan and protect the continuity of their business. It is particularly crucial for closely-held businesses, professional practices, and family-owned enterprises where maintaining control over ownership is vital. The agreement addresses key Australian legal and regulatory requirements, including compliance with the Corporations Act 2001 (Cth) and relevant state legislation. It typically includes provisions for mandatory purchase obligations upon triggering events, valuation methodologies, funding mechanisms (often through life insurance policies), and transfer procedures. This document helps prevent potential disputes and ensures smooth ownership transitions while protecting both departing owners and those remaining in the business.
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1. Parties: Identifies all business owners/shareholders who are party to the agreement
2. Background: Sets out the context of the agreement, including business structure and current ownership
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Agreement to Buy and Sell: Core obligation of owners to buy/sell interests upon triggering events
5. Triggering Events: Defines events that activate purchase obligations (death, disability, retirement, etc.)
6. Purchase Price and Valuation: Methodology for determining the purchase price of business interests
7. Payment Terms: Specifies how and when payment must be made following a triggering event
8. Funding Mechanism: Details of insurance policies or other funding arrangements
9. Transfer Procedure: Process for executing the transfer of business interests
10. Representations and Warranties: Standard declarations about authority, ownership, and compliance
11. Confidentiality: Obligations regarding confidential information
12. Dispute Resolution: Process for resolving disagreements
13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Right of First Refusal: Optional provision giving remaining owners first right to purchase if an owner wants to sell to a third party
2. Tag-Along Rights: Gives minority owners the right to join in a sale by majority owners
3. Drag-Along Rights: Allows majority owners to force minority owners to join in a sale
4. Life Insurance Trustee: Appointment and duties of trustee managing insurance policies, if using insurance trust structure
5. Non-Competition Provisions: Restrictions on departing owners competing with the business
6. Disability Definition: Detailed definition of disability if including disability as trigger event
7. Management Transition: Procedures for transitioning management responsibilities upon triggering event
8. Cross-Option Agreement: Alternative structure giving mutual options to buy/sell rather than mandatory obligation
1. Schedule A - Current Ownership Schedule: Details of current ownership percentages and classes of shares/interests
2. Schedule B - Insurance Policy Details: List of insurance policies, coverage amounts, and beneficiaries
3. Schedule C - Valuation Formula: Detailed methodology for business valuation
4. Schedule D - Purchase Price Calculation: Template for calculating purchase price based on valuation formula
5. Schedule E - Transfer Documents: Pro forma share transfer forms and other required documentation
6. Appendix 1 - Certificate of Independent Legal Advice: Confirmation that each party received independent legal advice
7. Appendix 2 - Spouse Consent Forms: Consent forms signed by spouses waiving rights to business interests
8. Appendix 3 - Company Constitution/Shareholders Agreement Reference: Relevant excerpts from company constitution or shareholders agreement
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