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BUY-SELL QUESTIONNAIRE
1. COMPANY
Name _________________________________________________
Address _______________________________________________
Phone ________________________________________________
Tax ID No. _____________________________________________
2. ALL OWNERS (Shareholders, Members, Partners)
#1 Capacity (Owner, director, officer, etc.)
______________________________________________________
Name
______________________________________________________
Address
______________________________________________________
Soc. Sec. No.
______________________________________________________
#2 Capacity (Owner, director, officer, etc.)
______________________________________________________
Name
______________________________________________________
Address
______________________________________________________
Soc. Sec. No.
______________________________________________________
#3 Capacity (Owner, director, officer, etc.)
______________________________________________________
Name
______________________________________________________
Address
______________________________________________________
Soc. Sec. No.
______________________________________________________
#4 Capacity (Owner, director, officer, etc.)
______________________________________________________
Name
______________________________________________________
Address
______________________________________________________
Soc. Sec. No.
______________________________________________________
3. ADDITIONAL INFORMATION
Title of Company
o corporation; o limited-liability company (LLC);
o limited liability partnership (LLP);
o limited partnership; o general partnership;
o other _______________________________________________
Corporate Governance
Current structure:
o pre-emptive rights; o cumulative voting;
o S corporation election made.
Desired change:
o pre-emptive rights; o cumulative voting;
o S corporation election made.
Key Elements to Agreement
o Company redemption mandatory.
o Cross-purchase. Funded with:
o life insurance and/or o disability insurance.
o Right of first refusal on lifetime sale.
o Binding for estate tax valuation.
o Sale or gift to family (or trusts for family) permitted.
Vote Required to Amend
Articles:
o majority; o 2/3; o 3/4;
o Other _____________________
Bylaws/Operating Agreement:
o unanimous; o majority; o 2/3;
o 3/4; o Other_____________________
4. LIFETIME TRANSFERS
4.1 Right of First Refusal. o The agreement will provide that if an owner desires to accept an offer to purchase the owner's interest, the other owner(s) may purchase that interest on the same terms and conditions; provided, that:
(a) o Owners may transfer interests to family members (or trusts for their benefit) without "triggering" the right of first refusal which is otherwise applicable to voluntary transfers o but if there is a buy-out of interests of an owner, the family members (or the trusts holding their interests) also must sell their interests.
(b) o If an Owner wishes to sell his or her interest, ALL of his interest must be offered under the right of first refusal.
(c) o If interests are offered, ALL of the offered interests (not just some of them) must be purchased by o the other owner(s) on a pro rata basis, o or, failing that by the company.
4.2 Lifetime Triggering Events. Interest of owner o must; or o may be sold with o other owners; or o the company having right of first refusal upon: o insolvency; o disability; o voluntary withdrawal or retirement; o termination for cause.
5. DISABILITY OF OWNER. If an Owner becomes totally disabled:
5.1 o Agreement is to be silent as to purchase upon disability.
5.2 o The owner's interests will be purchased.
5.3 o A disabled owner's successor(s) is not obligated to sell but may demand that the o remaining owner(s); or o company purchase the deceased owner's interest.
5.4 Disability insurance is o required; o NOT required.
6. DEATH OF OWNER
6.1 o A deceased owner's interest will be purchased.
6.2 Life insurance is o required; o NOT required.
6.3 o A deceased owner's successor(s) is not obligated to sell but may demand that the o remaining owner(s); or o company purchase the deceased owner's interest.
6.4 o A deceased owner's successor(s) is obligated to sell if the o remaining owner(s); or o company elect to purchase the deceased owner's interest.
6.5 o A deceased owner's successor(s) must sell and the o remaining owner(s); or o company must purchase the deceased owner's interest.
6.6 o Agreement is to be silent as to purchase upon death.
7. PRICE
7.1 o Agreed upon value.
(a) o Current agreed upon value: $_______ per _____________
(b) o Agreed upon value provision does not apply unless most recently agreed to within ____ months of triggering event.
7.2 o Appraisal by qualified business appraiser.
7.3 o Formula value equal to __________________________
7.4 o If interests are to be purchased, purchaser must pay in installments evidenced by a Note (rather than all cash):
(a) o Term of months: _______________
(b) o Minimum monthly payment: $______________
(c) Rate of interest: o ___________; o ______% of the applicable federal rate; o prime rate + or - ____%.
(d) Percent of price as cash down payment: _______%; o but not less than available insurance.
8. DEADLOCK
8.1 o Deadlock among owners creates purchase option.
8.2 Deadlock occurs if majority of owners are unable to agree upon:
(a) o Election of directors or officers;
(b) o Salaries of officers;
(c) o Decisions impacting the business in excess of $_____________.
9. SUBCHAPTER S
9.1 o Subchapter S election is to be maintained.
9.2 o Shares of disqualifying transfer deemed sold to company.
9.3 o Disqualifying shareholder liable for damages caused by loss of S election.
10. ENFORCEMENT
10.1 o Disputes are to be resolved by arbitration.
10.2 o _____________________ law will apply, and the venue for any litigation will be in o ________________________________.
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