The Buy-Sell Agreement (Insurance) serves as a critical business succession planning tool under Irish law, designed to protect both the continuity of the business and the interests of business owners. This document becomes essential when multiple owners wish to establish a predetermined framework for ownership transitions, funded through insurance policies. It addresses scenarios such as death, disability, retirement, or voluntary departure of owners, ensuring smooth business succession while maintaining compliance with Irish insurance regulations and company law. The agreement typically includes detailed provisions for insurance policy requirements, business valuation methods, purchase triggers, and payment mechanisms. It's particularly crucial for privately held companies seeking to avoid ownership disputes and ensure liquidity for ownership transfers while maintaining compliance with Irish regulatory requirements.
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1. Parties: Identification of all parties to the agreement, including the company, shareholders/owners, and any relevant insurance providers
2. Background: Context of the agreement, including the business structure and purpose of the buy-sell arrangement
3. Definitions: Comprehensive definitions of terms used throughout the agreement, including insurance-specific terminology
4. Purchase Events: Detailed description of events triggering the buy-sell provisions (death, disability, retirement, etc.)
5. Insurance Requirements: Specifications for required insurance policies, coverage amounts, and policy maintenance obligations
6. Valuation Method: Agreed method for determining the business value and purchase price
7. Payment Terms: Structure and timing of payments, including insurance proceeds application
8. Rights and Obligations: Detailed responsibilities of each party regarding insurance maintenance and claims
9. Tax Provisions: Treatment of tax implications for insurance proceeds and purchase payments
10. Compliance: Requirements for compliance with Irish insurance and company law
11. Governing Law: Specification of Irish law as governing law and jurisdiction
12. Dispute Resolution: Procedures for resolving disputes under Irish law
13. General Provisions: Standard contractual provisions including notices, amendments, and severability
1. Cross-Purchase Provisions: Used when implementing a cross-purchase structure where surviving owners purchase the departing owner's interest directly
2. Entity Purchase Provisions: Used when the company itself will purchase the departing owner's interest
3. Disability Buyout Terms: Include when disability insurance is part of the funding mechanism
4. Family Limited Transfer: Include when allowing limited transfer rights to family members
5. Key Person Provisions: Include when key person insurance is part of the arrangement
6. Competing Business Restrictions: Optional restrictions on post-sale competition
7. Split-Dollar Arrangements: Include when implementing split-dollar insurance funding
1. Schedule A - Insurance Policies: Details of all insurance policies including policy numbers, carriers, coverage amounts
2. Schedule B - Ownership Interests: Current ownership percentages and shares/units held by each owner
3. Schedule C - Valuation Formula: Detailed methodology for business valuation
4. Schedule D - Premium Payment Schedule: Allocation of responsibility for insurance premium payments
5. Appendix 1 - Certificate of Value: Most recent agreed company valuation
6. Appendix 2 - Specimen Insurance Policies: Copy of insurance policy terms and conditions
7. Appendix 3 - Transfer Forms: Pre-agreed forms for executing ownership transfers
8. Appendix 4 - Tax Clearance Certificates: Required Irish tax documentation
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