Dictionary

Buy and sell agreement

“A contract setting when and how an owner's interest in a business may or must be transferred after events such as death, disability or departure.”

Why buy and sell agreement matters to a first-time founder

Without agreed transfer rules, a departing owner’s family, co-owners and the company may face a dispute when everyone is under pressure. The agreement can identify trigger events, eligible buyers, a pricing method and payment terms. That protects continuity, but only if the funding and valuation process are workable when needed.

Examples of buy and sell agreement

Three dentists own a practice equally. Their agreement says that if one dies, the remaining owners must buy that person’s shares using an independent valuation formula. Life insurance helps fund the purchase, paid over an agreed period. The family receives value without unexpectedly becoming involved in running the practice.

Common misunderstanding

It is not an ordinary contract to buy and sell goods, despite the name. It is also not automatically the same as a shareholders’ agreement, although transfer provisions may sit inside one. Tax treatment, insurance ownership and enforceability depend on local law, so a copied online form is not enough.

When to use it

Put one in place when two or more people own a valuable business, especially before illness, conflict or a proposed departure makes negotiation difficult. Review it after major changes in ownership or value. Agree the triggers and commercial intent first, then use local legal and tax advisers to document them.