Buy Sell Agreement (Insurance) for Canada

Buy Sell Agreement (Insurance) Template for Canada

A Canadian Buy-Sell Agreement with insurance provisions is a legally binding contract that establishes the terms and conditions under which a business owner's interest can be purchased in the event of specific triggering events such as death, disability, retirement, or voluntary departure. This agreement, governed by Canadian federal and provincial laws, integrates insurance policies as a funding mechanism for the purchase obligations. It addresses valuation methods, transfer procedures, and payment terms while ensuring compliance with Canadian insurance regulations, tax laws, and corporate requirements. The document serves as a crucial tool for business succession planning and continuity in the Canadian business environment.

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What is a Buy Sell Agreement (Insurance)?

The Buy-Sell Agreement (Insurance) is a critical document for Canadian businesses seeking to establish a clear framework for ownership transitions. This agreement becomes essential when multiple owners want to ensure business continuity and establish a predetermined mechanism for transferring ownership interests upon specific triggering events. The document integrates life and/or disability insurance policies as funding vehicles for potential buyouts, ensuring that funds are available when needed. It typically includes provisions for valuation methods, transfer procedures, and insurance policy requirements, all structured to comply with Canadian federal and provincial regulations. The agreement is particularly relevant for closely-held businesses, family enterprises, and professional corporations operating in Canada, where maintaining control over ownership transfers and ensuring business continuity are paramount concerns.

What sections should be included in a Buy Sell Agreement (Insurance)?

1. Parties: Identification of all business owners and the company as parties to the agreement

2. Background: Context of the agreement, including business ownership structure and purpose of the buy-sell arrangement

3. Definitions: Key terms used throughout the agreement, including triggering events, fair market value, and insurance-related terminology

4. Purchase Obligations: Core obligations of parties to buy/sell shares upon triggering events

5. Insurance Obligations: Requirements for maintaining life insurance policies, including ownership, premium payments, and beneficiary designations

6. Triggering Events: Specific events that activate the buy-sell provisions (death, disability, retirement, etc.)

7. Valuation Method: Agreed method for determining business value and share price

8. Payment Terms: Structure and timing of payments, including insurance proceeds application

9. Transfer Mechanics: Process for executing share transfers and documentation requirements

10. Representations and Warranties: Standard assurances from all parties regarding authority, ownership, and disclosure

11. Dispute Resolution: Process for resolving disagreements about valuation, transfers, or other matters

12. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.

What sections are optional to include in a Buy Sell Agreement (Insurance)?

1. Cross-Purchase vs. Entity Purchase: Used when specifying whether insurance policies are owned by individual owners or the company itself

2. Disability Buy-Out Provisions: Detailed section when disability insurance is included in addition to life insurance

3. Family Transfer Exceptions: Used when allowing certain transfers to family members without triggering buy-sell provisions

4. Right of First Refusal: Optional mechanism for handling third-party offers

5. Tag-Along Rights: Protection for minority shareholders in case of majority owner sale

6. Drag-Along Rights: Mechanism to force minority shareholders to join in a sale

7. Life Insurance Trust Provisions: When insurance policies are held in trust rather than directly by parties

8. Key Person Provisions: Additional provisions for insurance on key employees who aren't owners

What schedules should be included in a Buy Sell Agreement (Insurance)?

1. Schedule A - Current Ownership: Details of current share ownership and capital structure

2. Schedule B - Insurance Policies: List of all insurance policies, including policy numbers, face values, and owners

3. Schedule C - Valuation Formula: Detailed methodology for calculating business value

4. Schedule D - Premium Payment Schedule: Breakdown of insurance premium responsibilities

5. Appendix 1 - Sample Valuation: Example calculation using the agreed valuation formula

6. Appendix 2 - Transfer Documents: Forms and documents required for share transfers

7. Appendix 3 - Insurance Applications: Copies of insurance applications and medical questionnaires

8. Appendix 4 - Beneficiary Designations: Documentation of insurance policy beneficiary arrangements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Insurance Agreement

Sector

Insurance

Cost

Free to use

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