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Template of a Buy/Sell Agreement??

I am looking for a good web site to obtain a good, solid, detailed outline of what to include in a Buy/Sell Agreement. Does anyone have a suggestion of an actual Buy/Sell Agreement they can share? Thanks!!

Jack Morehouse

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Answers (4)
William A. Price
Business Lawyer
DuPage County, IL

The standard forms and legal reference in Illinois is the "Buying and Selling a Business" book from the Illinois Institute on Continuing Legal Education, which is the web reference below. They have other business and corporate law titles that include buy-sell agreement forms.

In general, a buy-sell is a negotiated document, not a "neutral" one like the IICLE form. Incumbent management usually wants terms that let them kick out misbehaving junior partners. They also want to limit exit events until a building project is fully leased, or any other venture has shown enough profits long enough to be easy to sell to others even if an investor pulls out. Members with significant investments want their money back and accrued profits whenever they exit, with easy exit options, and strict limits on expulsion conditions. Most such deals need to provide money (possibly by "key man insurance" to cover exit events including death, retirement, resignation, company sale, bankruptcy, or misbehavior of an owner. The valuation available may vary depending on the funding source available, the company's cash position and history, and the type of exit event.

If you're talking about an agreement to buy or sell a company as an outsider, what you want is terms for an asset purchase agreement or stock purchase agreement, which is what the IICLE covers in more detail. Each has different tax consequences, so you may want to look at the IRS website to see what the rules are for asset or stock sellers and purchasers. The former reduces liabilities for buyers, and those are the main reason (along with lack of stockbroker registration requirements for people helping sell businesses) that asset purchases are the norm for most small business sales.

Hope this helps,

Bill Price

Mar 26, 2013
Scott Krause
Automotive Business Brokers, LLC
Cherokee County, GA

I agree with Don 100%!!

Find an attorney or hire a business broker in your area. If you try going the cheap route, it will bite you in the @ss.


Scott Krause
Automotive Business Brokers, LLC

Feb 6, 2013
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The BAF Group LLC

You may also want to check out the following blog on the subject: Is an Attorney Necessary, in Buying a Business?

Jan 16, 2013
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The BAF Group LLC

Jack, there are some around, but it would be a very real mistake to do that kind of sale without an Attorney's involvement. Moreover, your signature suggests that you are a business consultant; for you to offer or suggest the use of a stock agreement of this kind, can lead to you being held liabie for any problems that arise out of the use of such a document. You may also be accused of practicing law without benefit of being an Attorney, yourself. We are sometimes asked to furnish a buy/sell agreement, but we always decline to do so, both in fairness to the Buyer and Seller, but certainly, admittedly out of a need to protect ourselves, as well. This is absolutely NOT an area where going cheap is a good idea.

Jan 16, 2013