Buy Sell Agreement For LLC Generator for Australia

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Key Requirements PROMPT example:

Buy Sell Agreement For LLC

"I need a Buy-Sell Agreement For LLC adapted for my Australian family-owned manufacturing business with 4 sibling shareholders, including life insurance funding provisions and specific valuation methods based on EBITDA multiples, to be implemented by March 2025."

Document background
The Buy-Sell Agreement For LLC (adapted for Australian Proprietary Limited Companies) is a crucial document for businesses with multiple shareholders, providing a predetermined framework for handling ownership transitions. This agreement becomes essential in situations such as shareholder death, disability, retirement, or voluntary exit. It is particularly relevant in the Australian business context where Proprietary Limited Companies are the common business structure for privately held companies. The agreement typically includes provisions for valuation methods, funding mechanisms (often through insurance), payment terms, and transfer procedures, all while ensuring compliance with the Corporations Act 2001 and other relevant Australian legislation. It serves as a risk management tool by preventing unwanted third-party ownership and maintaining business continuity during ownership transitions.
Suggested Sections

1. Parties: Identifies all current shareholders and the company as parties to the agreement

2. Background: Explains the purpose of the agreement and current ownership structure

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Triggering Events: Specifies events that activate the buy-sell provisions (death, disability, retirement, voluntary sale, etc.)

5. Purchase Price and Valuation: Establishes the method for determining the purchase price of shares

6. Payment Terms: Details the timing and method of payment for purchased shares

7. Transfer Procedure: Outlines the process and requirements for transferring shares

8. Rights of First Refusal: Establishes existing shareholders' rights to purchase shares before external sale

9. Funding Mechanism: Specifies how purchase obligations will be funded (e.g., insurance, company funds)

10. Restrictive Covenants: Non-compete and confidentiality provisions

11. Default and Remedies: Consequences of failing to comply with agreement terms

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

Optional Sections

1. Tag-Along Rights: Optional section for minority shareholder protection, giving them the right to join in any sale by majority shareholders

2. Drag-Along Rights: Optional section allowing majority shareholders to force minority shareholders to join in a sale

3. Foreign Investment Provisions: Required when foreign investors are involved or anticipated

4. Family Law Provisions: Additional provisions dealing with family law implications for family-owned businesses

5. Special Purpose Vehicle: Provisions for establishing a special purpose vehicle for share purchases

6. Employee Shareholder Provisions: Special terms for shareholders who are also employees

7. Cross Option Agreement: Optional structure for implementing the buy-sell arrangement through put and call options

Suggested Schedules

1. Schedule 1 - Current Shareholdings: Details of current shareholders and their shareholdings

2. Schedule 2 - Valuation Formula: Detailed methodology for company/share valuation

3. Schedule 3 - Life Insurance Policies: Details of insurance policies funding buy-sell obligations

4. Schedule 4 - Share Certificate Forms: Pro forma share certificates and transfer forms

5. Schedule 5 - Deed of Accession: Pro forma deed for new shareholders to join the agreement

6. Appendix A - Company Constitution: Copy of the company constitution referenced in the agreement

7. Appendix B - Shareholders' Agreement: Copy of any existing shareholders' agreement

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 | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Professional Services

Manufacturing

Retail

Technology

Healthcare

Construction

Family Business

Agriculture

Hospitality

Real Estate

Financial Services

Consulting

Mining

Transport and Logistics

Education and Training

Relevant Teams

Legal

Corporate Governance

Finance

Executive Leadership

Risk Management

Compliance

Corporate Affairs

Board of Directors

Company Secretariat

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Company Director

Business Owner

Company Secretary

Chief Financial Officer

General Counsel

Corporate Lawyer

Business Development Manager

Risk Manager

Compliance Officer

Financial Controller

Board Member

Shareholder

Partner

Founder

Executive Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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