buy sell agreements for agent use only not for distribution to the public buy / sell agreements
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Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Buy / Sell
Agreements
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Buy / Sell Agreements in Perspective
Role of Business Advisor:
To assist and advise the company on corporate and shareholder
planning.
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Buy / Sell Agreements in PerspectiveBusiness Succession Planning• Catastrophe Planning• Exit Strategies• Retirement Forecasting• Owner Wealth Building• Shareholder Estate Planning
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Identifying the SuccessorWHO WILL OWN YOUR BUSINESS WHEN YOU RETIRE?
• Outsider– Roll-Up– Direct sale
• Insider– Co-Stockholder – Family Member– Management Team
• No one ??
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
StockholderBuy / Sell AgreementsTwo Types:• Stock Redemption
(a.k.a. Entity Purchase in non-corporate situations)
• Cross Purchase(including one-way and trusteed purchase arrangements)
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Stock Redemption
An agreement that the Corporation itself promises to buy stock or interest of departing stockholder at a specified
price.
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Stock Redemption Characteristics• Seller will report gain equal to difference
between purchase price and cost basis
• Gain from corporation’s qualifying payments to stockholder taxed at capital gains rates
• Gain from corporation’s disqualified payments taxed as dividends (i.e., ordinary income)
• Step up in basis in death prevents gain to the estate in redemptions at a shareholder’s death.
• Not all redemptions qualify for capital gains treatment because of attribution rules
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
When to Use Stock Redemption
• When you have many stockholders• When a stockholder’s interest is small• When equitable allocation of cost of
the financing vehicle is of concern
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Stock Redemption Financing
• Financed with corporate owned life insurance policy or sinking fund
• Policy premiums and other payments are non-deductible
• In the event of death, proceeds are income tax free to company and paid to the estate of departed stockholder
• C-Corp AMT; No basis increase
• S-Corp no AMT; pro-rata basis increase when proceeds paid to a corporation
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Buy / Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Stock Redemption Example
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Stock Redemption Example
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Cross Purchase
An agreement among stockholders (interest holders) that the survivors
among them will buy the interest of the departing stockholder at an agreed
price.
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Cross Purchase Characteristics
• The agreement specifies how much each survivor buys from the departing stockholder. It also may specify changes in ownership ratios.
• In post-death purchase no gain to the estate
• In lifetime sale, seller’s capital gain equal to fair market value less basis
• Easier where there are fewer stockholders
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Cross Purchase Financing• Each stockholder owns a life insurance
policy on each of the other stockholders (more than 2 owners, a trust or partnership arrangement is often used)
• Policy premiums are paid by owners either from dividends or increased compensation
• In the event of death, proceeds are income tax free to stockholders who buy the stock from the estate
• Premium payments less expensive if owners are in a lower tax bracket than corporation
• No AMT since policies are not corporate-owned
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Cross Purchase Example
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Cross Purchase Example
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Taxation Similarities
• C-Corporation • S-Corporation• Partnerships• LLCs, LLPs, FLPs
AMT ?No Basis Increase
No AMTPro-rata Basis Increase
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Case StudySetting Up Buy/Sell Agreement
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Case StudySCENARIO 1: Normal Stock Redemption
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Case StudySCENARIO 2: Partners A and B are in a common disaster
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Case Study HOW TO FIX?SCENARIO 3: Partners A and B are in a common disaster
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Reasons to Reevaluate Buy / Sell Agreements• Changes in the business• Change in stockholders• Changes to stockholder investment• Drafted incorrectly• Not working the way intended or
needed• Estate Planning issues
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
When trying to approach business owners for potential buy / sell sales, it is rare that you can use this as the only approach to the prospect.
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Dave Nabity’s Business Advisory Service1. Business Valuation
2. Buy / Sell Agreements & Review
3. Catastrophe Planning
4. Estate Tax Elimination Planning
5. Business Succession & Exit Study
6. ESOP Preliminary Assessment
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Dave Nabity’s Business Advisory Service7. Internal Buyout Study
8. Executive Compensation Study
9. Competitive Compensation Study
10. Retirement Plan Analysis
11. Owner / Wealth Building Study
12. Strategic Planning
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Exit Options for Stockholders• Outsider– Roll-Up– Direct sale
• Insider– Co-Stockholder – Family Member– Management Team
• Employee Stock Ownership Program (ESOP)
• No one ??
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Ancillary Sales Opportunities
FEE INCOME• Key Business
Consulting
• Estate Planning
• Nonqualified Plans
• Investment Management
• Executive Compensation
• Strategic Planning
COMMISSION INCOME
• Nonqualified Plans
• Qualified Plans
• Investment Management
• Executive Compensation
Buy Sell Agreements
For Agent Use Only—Not for Distribution to the Public
Advanced Marketing SupportContact one of our Advanced
Marketing Attorney’s at
(800) 223-9989 *G
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