{"id":108235,"date":"2023-02-27t11:55:29","date_gmt":"2023-02-27t16:55:29","guid":{"rendered":"\/\/www.g005e.com\/?p=108235"},"modified":"2024-08-07t23:09:40","modified_gmt":"2024-08-08t03:09:40","slug":"when-an-owner-dies-without-a-buy-sell-agreement","status":"publish","type":"post","link":"\/\/www.g005e.com\/2023\/02\/27\/when-an-owner-dies-without-a-buy-sell-agreement\/","title":{"rendered":"when an owner dies without a buy-sell agreement"},"content":{"rendered":"
<\/a>three ways to value the business. four lousy alternatives.<\/strong><\/p>\n by ed mendlowitz<\/i> the right thing to do is have a buy-sell agreement, but many owners stupidly neglect to get this done. here is a suggested buyout plan where one owner drops dead, unexpectedly, and there is no agreement.<\/p>\n more: <\/b>are you ready for a co-owner to drop dead?<\/a> | you don\u2019t need this, but your survivors do<\/a> | five ways to ward off fraud in not-for-profits<\/a> | client hires new manager: you need a plan<\/a> | anatomy of a fraud<\/a> a caveat is that the right way is to engage an appraiser to determine the value and go through an entire process that was explained in my previous post<\/a>. however, with smaller businesses where the families want to keep costs low, not cause excessive time and stress, and remain friends \u2026 what follows is a suggested plan. this might not work in every situation and is certainly not ideal. however, it does offer a manageable method of price and terms. valuation method #2<\/strong><\/p>\n valuation method #3<\/strong><\/p>\n owner loans<\/strong><\/p>\n other issues<\/strong><\/p>\n the above sets forth a workable plan if the two parties agree to it. a reality test is to determine whether the survivor can handle the payments without undue stress. i believe this is a reasonable method for a smaller business in that it gets it done quickly, without consternation and a minimal amount\u00a0of legal and professional fees. for larger businesses where the costs are relatively insignificant to the total transaction, this will not work.<\/p>\n nothing is perfect but this plan can work well in the right circumstance. it is a practical compromise and a get-it-done plan. if the owners cared, they would have had an agreement and this plan wouldn\u2019t be necessary. get it done right if you can or, if too late, do it this way and let the families get on with their lives.<\/p>\n if nothing is agreed to, there are a few alternatives. except for alternative 1, the others do not seem reasonable.<\/p>\n alternative 1:<\/strong> nothing must be done. the estate can remain an owner. the surviving owner likely will have to account for his actions, but the business will still be intact and because he will be running it, he should have a greater element of control and would still earn his living.<\/p>\n alternative 2: <\/strong>the estate can look to sell their interest to a third party and then see if the survivor could match or exceed it.<\/p>\n alternative 3: <\/strong>the business could be sold intact to a third party.<\/p>\n alternative 4: <\/strong>the business could be liquidated.<\/p>\n keep in mind, if the owners cared, they would have had an agreement and none of this would be necessary. the best thing to do is to not make a bad situation worse. i believe that getting something done is better than the alternatives presented.<\/p>\n on occasion a primary owner might want to transfer some ownership or stock to an employee. regardless of the value and how it is treated for tax purposes, and whether it will be reported properly (it should), there must be restrictions placed on the employee from transferring those shares. not having restrictions has the potential to cause serious damage to the company.<\/p>\n improper tax recording or a failure to document the valuation can result in some tax or financial penalties and if the transaction is de minimis in size, the cost won\u2019t really be significant. however, without restrictions on a later transfer, the company could end up with owners it would not want. my suggestion is to do everything right, but in that absence then at least impose restrictions on a further transfer of that ownership.<\/p>\n without restrictions the ownership could be transferred to a spouse, children, siblings, an elderly parent or other heirs or even to an in-law or soon-to-be-former spouse. it could also be transferred to a creditor, competitor, major customer, another employee or a bankruptcy trustee. if not all, then most of these would not be wanted as co-owners.<\/p>\n the restrictions should be in the form of an owners\u2019 agreement, i.e., a buy-sell agreement. a buy-sell agreement signed by all owners would be the best way to restrict the transfer. an alternative would be to have the shares placed in a trust for family members that would also be part of an asset protection and wealth transfer plan. and another alternative \u2013 which should also be used in conjunction with the buy-sell, but can be used without it \u2013 would be to place an iron-tight clause with restrictions on transfers prominently on the document evidencing the ownership, e.g., stock certificate or partnership or members\u2019 agreement.<\/p>\n the reason the buy-sell agreement is best is because it would spell out every situation where a transfer could occur and would cover why transfers cannot otherwise be done. the agreement would contain restrictions on transfers because of death, disability, personal bankruptcy, execution of a judgment or tax lien, retirement, no longer being employed by the company and myriad other circumstances. it would also work out the valuation amount and the method and terms of payment.<\/p>\n once shares are issued without the buy-sell or restriction clauses it is very difficult, at best, to have the owners agree to restrictions. the only lever is when additional shares are to be issued and that is made contingent on permitting the restrictions on the previously issued shares.<\/p>\n this is a serious matter and needs special attention beforehand to make sure that very grave, burdensome and costly future problems are avoided.<\/p>\n","protected":false},"excerpt":{"rendered":" three ways to value the business. four lousy alternatives.<\/strong>
\n77 ways to wow!<\/i><\/a><\/p>\n
\nexclusively for pro members. <\/span><\/strong>log in here<\/a> or 2022世界杯足球排名 today<\/a>.<\/span><\/p><\/blockquote>\n
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\nvaluation method #1<\/strong><\/p>\n\n
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four not-so-good alternatives<\/h3>\n
restrictions when stock is transferred to an employee<\/h3>\n
\n<\/a>
\nby ed mendlowitz<\/i>
\n77 ways to wow!<\/i><\/a><\/p>\n","protected":false},"author":1341,"featured_media":99998,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"_relevanssi_hide_post":"","_relevanssi_hide_content":"","_relevanssi_pin_for_all":"","_relevanssi_pin_keywords":"","_relevanssi_unpin_keywords":"","_relevanssi_related_keywords":"","_relevanssi_related_include_ids":"","_relevanssi_related_exclude_ids":"","_relevanssi_related_no_append":"","_relevanssi_related_not_related":"","_relevanssi_related_posts":"","_relevanssi_noindex_reason":"","footnotes":""},"categories":[3184,3002,2298],"tags":[],"class_list":["post-108235","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-advisory","category-special","category-succession"],"acf":[],"yoast_head":"\n