Lesson 02 of 04

Buy-sell agreements 101

What happens to a partner's share when they're gone

11 min · article

When a business has more than one owner, every owner has implicitly bet that the others will continue to be present. The first time that bet breaks — through a death, a disability, a divorce, or a partner who simply wants out — a lot of unwritten assumptions become urgent legal questions. A buy-sell agreement is the document that answers those questions in advance.

At a minimum, a buy-sell defines the triggering events, the valuation method, and the source of funds. Triggering events typically include death, total disability, retirement, and voluntary departure. The valuation method might be a formula, an agreed-upon multiple of earnings, or a periodic appraisal. The source of funds is where many agreements quietly fail — the surviving partners are obligated to buy out the departed partner's share, but no one has set aside the money to do it.

Life and disability insurance are the most common funding mechanisms, and for good reason: they create the cash exactly when it's needed, often at a fraction of the premium cost compared to financing the buyout from operating cash flow. Whether the structure is cross-purchase, entity-purchase, or a hybrid depends on the number of owners and the tax treatment you want. An attorney drafts the agreement; an advisor builds the funding around it. Both belong in the room.

Educational content only. Nothing in this lesson constitutes legal, tax, or investment advice. Insurance products are governed by the policy contract issued by the carrier.