Entity Buy Sell Agreement Template for Australia

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Key Requirements PROMPT example:

Entity Buy Sell Agreement

"I need an Entity Buy Sell Agreement for my technology startup with three co-founders, incorporating insurance-funded purchase provisions and specific valuation methods for intellectual property assets in case any founder exits or becomes incapacitated."

Document background
An Entity Buy Sell Agreement is essential for businesses operating in Australia that want to establish clear protocols for ownership transitions. This document becomes particularly important when multiple shareholders or business partners are involved, as it provides a predetermined framework for handling ownership changes triggered by events such as death, disability, retirement, or voluntary exit. The agreement includes comprehensive provisions about valuation methods, funding mechanisms (often through insurance policies), payment terms, and transfer procedures, all while ensuring compliance with Australian corporate law and tax regulations. It serves as a critical risk management and succession planning tool, helping to prevent potential disputes and ensuring business continuity. The agreement is particularly valuable for private companies, family businesses, and professional practices where maintaining control over ownership transfers is crucial.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including current shareholders/owners

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

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement

4. Buy-Sell Trigger Events: Events that trigger the buy-sell provisions (death, disability, retirement, voluntary departure, etc.)

5. Valuation Mechanism: Method for determining the purchase price of shares/interests

6. Purchase and Sale Obligations: Rights and obligations of parties when a trigger event occurs

7. Payment Terms: Structure and timing of payments, including any installment arrangements

8. Funding Mechanisms: Sources of funding for purchases, including insurance policies if applicable

9. Transfer Procedure: Process for executing the transfer of shares/interests

10. Confidentiality: Obligations regarding confidential information

11. Dispute Resolution: Procedures for resolving disputes between parties

12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments

Optional Sections

1. Tag-Along Rights: Used when minority shareholders need protection to sell their shares on same terms as majority shareholders

2. Drag-Along Rights: Included when majority shareholders need the right to force minority shareholders to join in the sale

3. Non-Compete Provisions: Added when there's a need to restrict parties from competing after selling their interests

4. Third Party Finance: Included when external financing is part of the purchase arrangement

5. Family Law Provisions: Used when protection against family law claims is required

6. Cross-Border Provisions: Added when parties or operations involve multiple jurisdictions

7. Special Industry Requirements: Included for regulated industries with specific compliance requirements

Suggested Schedules

1. Schedule 1 - Current Ownership Structure: Details of current shareholdings and ownership percentages

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

3. Schedule 3 - Insurance Policies: Details of life insurance or other policies funding the agreement

4. Schedule 4 - Transfer Notice: Pro-forma notice for triggering the buy-sell provisions

5. Schedule 5 - Deed of Accession: Template for new parties to join the agreement

6. Schedule 6 - Company Information: Key company details, assets, and financial information

7. Schedule 7 - Required Consents: List of third-party consents required for transfers

8. Appendix A - Calculation Examples: Examples of how the valuation formula works in practice

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
Clauses
Relevant Industries

Professional Services

Manufacturing

Retail

Technology

Healthcare

Construction

Financial Services

Agriculture

Mining

Real Estate

Hospitality

Transport and Logistics

Education

Media and Communications

Relevant Teams

Legal

Finance

Corporate Advisory

Risk Management

Compliance

Executive Leadership

Company Secretariat

Tax

Business Development

Corporate Strategy

Relevant Roles

Chief Executive Officer

Managing Director

Company Director

Business Owner

Chief Financial Officer

Corporate Lawyer

General Counsel

Company Secretary

Business Development Manager

Risk Manager

Financial Controller

Tax Manager

Succession Planning Advisor

Corporate Advisory Manager

Compliance Officer

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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