The Shareholder Buy Sell Agreement is a crucial document for private companies in Australia seeking to establish clear protocols for share transfers and ownership succession. It becomes particularly relevant when companies have multiple shareholders and need to manage potential ownership changes due to various life events or business decisions. The agreement protects both the company and individual shareholders by providing a predetermined framework for share valuation and transfer procedures. It addresses key scenarios such as shareholder death, disability, retirement, or voluntary exit, and includes funding mechanisms (often through insurance) to ensure financial capability for share purchases. The document must comply with Australian corporate law, particularly the Corporations Act 2001, and consider tax implications under relevant legislation. This agreement is essential for business continuity planning and preventing potential disputes over share transfers and company control.
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1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Sets out the context of the agreement, including current shareholdings and purpose
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Triggering Events: Specifies events that trigger the buy-sell provisions (death, disability, retirement, voluntary sale, etc.)
5. Transfer Restrictions: Details restrictions on share transfers and required procedures
6. Valuation Mechanism: Establishes method for determining share price when triggered
7. Purchase Process: Details the procedures and timeframes for executing share purchases
8. Payment Terms: Specifies payment conditions, installment options, and security requirements
9. Funding Provisions: Addresses how purchases will be funded, including insurance requirements
10. Tag-Along and Drag-Along Rights: Sets out minority protection and majority sale rights
11. Confidentiality: Establishes confidentiality obligations regarding company information
12. Dispute Resolution: Details process for resolving disputes between parties
13. General Provisions: Includes standard boilerplate clauses, governing law, and execution requirements
1. Life Insurance Provisions: Detailed requirements for life insurance policies when used to fund buy-outs on death
2. Disability Insurance Provisions: Requirements for disability insurance when covering disability trigger events
3. Family Transfer Exceptions: Special provisions for transfers to family members or family trusts
4. Right of First Refusal: Detailed process for offering shares to existing shareholders before external sales
5. Put and Call Options: Specific rights for forced purchases or sales in certain circumstances
6. Management Provisions: Requirements for ongoing management during transfer periods
7. Non-Compete Clauses: Restrictions on competing activities post-exit
8. Special Share Classes: Provisions dealing with different classes of shares if applicable
1. Current Shareholdings: Schedule listing all current shareholders and their shareholdings
2. Valuation Formula: Detailed methodology for calculating share value
3. Insurance Policies: Details of insurance policies funding the agreement
4. Share Certificate Forms: Template forms for share certificates and transfer documents
5. Deed of Accession: Template for new shareholders to join the agreement
6. Company Information: Key company details and corporate structure
7. Calculation Examples: Examples of how various calculations work in practice
8. Required Notices: Templates for various notices required under the agreement
Relevant legal definitions
Accounting Date
Agreed Value
Associate
Auditor
Bankruptcy Event
Board
Business
Business Day
Buy-Sell Event
Call Option
Company
Constitution
Continuing Shareholders
Control
Default Event
Defaulting Shareholder
Departing Shareholder
Disability
Disability Event
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
Force Majeure Event
Group
Independent Expert
Insurance Policy
Insurance Proceeds
Insured Event
Life Insurance
Market Value
Material Adverse Change
New Shareholder
Notice
Offer Notice
Offer Period
Option Period
Permanent Disability
Permitted Transfer
Purchase Price
Put Option
Related Body Corporate
Related Party
Relevant Interest
Representative
Sale Notice
Security Interest
Share Certificate
Shareholders
Shares
Special Resolution
Subscription Price
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Triggering Event
Valuation Date
Valuation Method
Voluntary Transfer
Agreed Value
Associate
Auditor
Bankruptcy Event
Board
Business
Business Day
Buy-Sell Event
Call Option
Company
Constitution
Continuing Shareholders
Control
Default Event
Defaulting Shareholder
Departing Shareholder
Disability
Disability Event
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
Force Majeure Event
Group
Independent Expert
Insurance Policy
Insurance Proceeds
Insured Event
Life Insurance
Market Value
Material Adverse Change
New Shareholder
Notice
Offer Notice
Offer Period
Option Period
Permanent Disability
Permitted Transfer
Purchase Price
Put Option
Related Body Corporate
Related Party
Relevant Interest
Representative
Sale Notice
Security Interest
Share Certificate
Shareholders
Shares
Special Resolution
Subscription Price
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Triggering Event
Valuation Date
Valuation Method
Voluntary Transfer
Clauses
Interpretation
Definitions
Share Transfer Restrictions
Right of First Refusal
Mandatory Transfer Events
Voluntary Transfer
Purchase Price
Valuation Methods
Payment Terms
Insurance Provisions
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Transfer Procedure
Funding Requirements
Default Provisions
Confidentiality
Non-Competition
Dispute Resolution
Force Majeure
Representations and Warranties
Shareholder Obligations
Company Obligations
Death Provisions
Disability Provisions
Retirement Provisions
Notice Requirements
Amendment Procedures
Termination
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Counterparts
Costs and Expenses
Further Assurance
Time of Essence
Waiver
Survival
Definitions
Share Transfer Restrictions
Right of First Refusal
Mandatory Transfer Events
Voluntary Transfer
Purchase Price
Valuation Methods
Payment Terms
Insurance Provisions
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Transfer Procedure
Funding Requirements
Default Provisions
Confidentiality
Non-Competition
Dispute Resolution
Force Majeure
Representations and Warranties
Shareholder Obligations
Company Obligations
Death Provisions
Disability Provisions
Retirement Provisions
Notice Requirements
Amendment Procedures
Termination
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Counterparts
Costs and Expenses
Further Assurance
Time of Essence
Waiver
Survival
Relevant Industries
Professional Services
Manufacturing
Technology
Retail
Family Business
Construction
Healthcare
Hospitality
Real Estate
Professional Practices
Consulting
Agriculture
Mining
Transport and Logistics
Education Services
Relevant Teams
Legal
Finance
Corporate Governance
Executive Leadership
Board of Directors
Corporate Advisory
Tax
Company Secretariat
Risk Management
Strategic Planning
Relevant Roles
Chief Executive Officer
Managing Director
Company Director
Chief Financial Officer
Company Secretary
Corporate Lawyer
General Counsel
Business Owner
Shareholder
Financial Controller
Tax Advisor
Corporate Advisory Manager
Business Development Manager
Partnership Manager
Succession Planning Manager
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