Buy Sell Agrreement

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PAGE 1COPYRIGHT 200 8, JULI US H. GIARMARCO, ESQ.

Tenth Floor Columbia Center101 West Big Beaver Road

Troy, Michigan 48084-5280(248) 457-7000

Fax (248) 457-7219

www.disinherit-irs.com

There are several reasons for business owners to enterinto buy-sell agreements with their partners or co-shareholders: (1) to create a market for the ownersbusiness interest at certain triggering events such asdeath, disability or retirement; (2) to facilitate asmooth transition of management and control for thesurviving or remaining owners; (3) to provide amutually agreeable price and terms (so as to avoidlitigation and friction); (4) to establish the value of thebusiness for estate tax purposes; and (5) to provide

the family of a deceased owner with liquidity ratherthan a non-marketable business interest.

A buy-sell agreement can be broken down into threemajor components. First, there are the triggeringevents that require a business owner to sell (or offerfor sale) his or her interest in the business. The mostcommon triggering events are death, total andpermanent disability, retirement or termination ofemployment, transfers to third parties, and deadlock.Second is the purchase price for the business interest.The purchase price may be based on a formula (e.g.,book value, multiple of earnings, or fair market value)

or may be a fixed amount that is subject to periodicrevaluation. The final component of a buy-sellagreement is the payment terms. The agreementshould set forth the down payment, the number andamount of any installments, and the interest rate to beused for an installment sale.

Corporations usually set forth buy-sell provisions in aseparate agreement rather than in the articles ofincorporation or bylaws. Partnerships and LLCscommonly include the provisions in the partnership oroperating agreement.

A buy-sell agreement may be an entity plan, a cross-purchase plan, or a wait-and-see plan. In the entityplan, the corporation, partnership, or LLC buys thedeceased or withdrawing owners interest. In the cross-purchase plan, the surviving or remainingshareholders, partners, or members agree to buy theinterest of a deceased or withdrawing owner. In thewait-and-see plan, at the time a triggering eventoccurs, the owners agree among themselves whetherthey, the entity, or a combination of both will purchasethe interest of a deceased or withdrawing owner.Which type of buy-sell plan is preferable depends onboth tax and nontax issues.

Choosing t he Right Plan for Corporat ions

Stock Redemption Plan. A corporate entity plan isusually referred to as a stock redemption agreement.Under it, the corporation agrees to purchase ashareholders shares at an agreed price on theoccurrence of a triggering event such as death,disability, or retirement. If the buy-sell agreement isfunded with life insurance, the corporation should bethe policy owner, beneficiary, and payer of premiums.

The primary advantage of a stock redemption plan isits simplicity. If the agreement is funded with lifeinsurance, only one policy is required on the life ofeach shareholder. In contrast, in a cross-purchaseagreement involving four shareholders, twelve policieswould be required. The primary disadvantage of astock redemption plan is that the surviving orremaining shareholder or shareholders do not receive astepped-up basis in their shares when the corporationredeems the deceased or withdrawing shareholdersshares. Another disadvantage of a stock redemptionplan for a C corporation is the possible imposition of

the 20 percent alternative minimum tax (AMT) on aportion of any life insurance death proceeds payable tothe corporation.

Because of the so-called family attribution rules,stock redemption agreements are not recommendedfor family-owned corporations. The general rule is thatthe purchase by a corporation of its own shares istreated as a dividend taxable as ordinary income.However, one of the major exceptions to this generalrule is that a redemption in complete termination of ashareholders interest is treated as a sale or exchangeof shares subject to capital gain treatment. Becausethe shares of a deceased shareholder receive astepped-up basis, a subsequent sale of the shares attheir estate tax value would result in no capital gainstax.

The attribution rules are best explained by example.Assume that a father and son own 80 percent and 20percent, respectively, of the shares of the ABCCompany. Assume further that the son is a beneficiaryof the fathers estate and that father and son haveentered into a stock redemption agreement with thecompany. If, on the fathers death, the companyredeems all of the fathers shares from his estate, it

BUY-SELL AGREEMENTSBy Julius H. Giarm arco, J.D., LL.M.

SPECIAL REPORT Troy Detroit


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would appear that the fathers estate has completelyterminated its interest in the company. However, thesons shares are constructively attributed to thefathers estate, thereby making a complete terminationof the estates interest impossible. As a result, theredemption of the fathers shares is fully taxable to hisestate as ordinary income. Note that while attributionbetween family members can be waived under certaincircumstances, there can be no waiver of entity

attribution.

Cross-Purchase Plan. In a corporate cross-purchasebuy-sell agreement, the shareholders agree topurchase the shares of a deceased, disabled, orwithdrawing shareholder. If the agreement is fundedwith life insurance and there are three or moreshareholders involved, the plan can be cumbersomebecause multiple policies will be required. Where n isthe number of shareholders, the formula n x (n - 1)equals the number of policies needed.

It is possible to avoid purchasing multiple policies byusing a trusteed buy-sell agreement. In such anarrangement, an independent trustee owns one policyon each shareholders life for the benefit of the othershareholders. However, the death of one shareholdercould create a transfer-for-value problem if thedeceased shareholders interests in the survivingshareholders life insurance policies are reallocatedamong the surviving shareholders.

Life insurance proceeds are generally exempt fromincome taxation under the Internal Revenue Code.However, where a policy is transferred for value to anonexempt transferee, the death proceeds are taxableas ordinary income. The taxable amount is the face

value of the insurance policy less any consideration(purchase price and subsequent premiums) thetransferee has paid. In a cross-purchase agreementinvolving three shareholders, a transfer for value willoccur when Shareholder A dies and Shareholder Bpurchases (from As estate) As interest in Cs policy,and vice versa.

An exemption from the transfer-for-value rule isavailable when the transferee is a partner (ascontrasted to a co-shareholder) of the insured. IRC101(a)(2). In the example above, if the threeshareholders were also partners or members of an

LLC, the transfer-for-value rule would not apply. If nopartnership or LLC existed, one could be establishedsolely for purposes of avoiding the transfer-for-valuerule. For example, the shareholders could create anLLC to lease equipment to their corporation.

A cross-purchase plan offers several advantages over astock redemption agreement. The primary advantageis that the surviving or remaining shareholders receivea stepped-up basis for the shares they purchase equalto the purchase price paid for the shares. Anotheradvantage of a cross-purchase agreement is that thereis no AMT on insurance proceeds as there could be in a

stock redemption agreement involving a C corporation.Finally, with a cross-purchase plan, there is no concernof dividend treatment to the deceased shareholdersestate where the corporation is family-owned.

Wait-and-See Plan. Perhaps the optimal buy-sellagreement for a corporation is the so-called wait-and-see plan. Like a stock redemption or cross-purchaseplan, a wait-and-see buy-sell agreement sets forth the

triggering events, the purchase price, and the paymentterms. However, unlike the other two plans, the wait-and-see agreement does not identify the purchasersuntil the triggering event occurs.

If the wait-and-see agreement is to be funded with lifeinsurance, it is recommended that the policies be cross-owned (as with a cross-purchase agreement) becauseit is generally preferable from an income taxstandpoint to have the surviving shareholders loanmoney to the corporation to redeem the deceasedshareholders shares (if a stock redemption isdesirable) rather than have the shareholders borrowfrom the corporation (if a cross-purchase is desired).

In the typical wait-and-see buy-sell agreement, on theoccurrence of a triggering event, the corporation hasthe first option to purchase the deceased orwithdrawing shareholders shares. If the corporationdoes not exercise its option, or purchases less than allof the shares, the surviving or remaining shareholdershave the option to purchase the shares pro rata.Finally, the corporation is required to purchase anyshares not purchased under the first two options. Thebottom line is that the wait-and-see buy-sellagreement affords the parties the greatest degree offlexibility.

Special Consideration s for Subchapter S Corporat ions

S corporations are unique. The need for a buy-sellagreement in S corporations may be even moreimportant than for C corporations to avoid anyinadvertent termination of S status due to stockpassing to an ineligible person or entity. Scorporations, like C corporations, have a choicebetween cross purchase and stock redemptionagreements.

However, the effect of a stock redemption agreement

on S shareholders is quite different than that on Ccorporation shareholders. In a stock redemptionagreement, the S corporation purchases, owns and isthe beneficiary of, the insurance policies on the lives ofthe shareholders. At the death of a shareholder, theinsurance proceeds received by the corporation areallocable to each shareholder according to theirpercentage ownership in the corporation. Thisallocation increases the basis of each shareholder.However, because the decedents stock alreadyreceives a stepped up basis at death, a portion of thesurviving shareholders increased basis is wasted.


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If the S corporation is a cash basis taxpayer, theInternal Revenue Code allows for a short year election.By terminating the tax year at the death of ashareholder, surviving shareholders can get anincrease in their basis similar to that of a cross-purchase agreement. The S corporation mustprovide the decedents estate with a promissory notein exchange for the decedents stock when the year isterminated. Thereafter, the S corporation, with only

the surviving shareholders in ownership, then files theclaim to the insurance company and receives a fullstep-up in basis by using the proceeds to pay off thepromissory note. The cash basis of accounting,however, is not available to corporations if theiraverage annual gross receipts exceed $5 million for theprevious three tax years.

Choosing the Right Plan For Partnerships and LLCs

A partnership or an LLC buy-sell agreement may beeither an entity plan or a cross-purchase plan. Like astock redemption plan, an entity plan requires thepartnership or the LLC to purchase each partners ormembers interest on death, disability, retirement, orwithdrawal. If the buy-sell agreement is funded withlife insurance, the entity is the owner, beneficiary, andpremium payer of the policy. Like a stock redemptionplan, an entity plan avoids the use of multiple lifeinsurance policies where there are three or morepartners or members.

In a partnership cross-purchase plan, the interest of adeceased or withdrawing partner or member ispurchased by the other partners or members. As in thecorporate setting, when there are three or morepartners or members, multiple life insurance policies

are required. However, it is possible to limit the policiesto one per partner or member by using a trusteed buy-sell agreement. In this case, an independent trusteewould own one policy on each partner or member forthe benefit of the other partners or members.

The status of a partnership as a pass-through entity,rather than as a taxable entity, means that there arerelatively few differences between the tax treatment ofa partnerships redemption of a partners interest andthe cross-purchase of that interest by the otherpartners. The principal difference between an entityplan and a cross-purchase plan in the partnership

context is that in an entity plan the partners ormembers have the flexibility of treating goodwill aseither a capital asset or as an ordinary income item. Ifthe entity buy-sell agreement makes no provision forgoodwill, the entire goodwill amount will give rise toordinary income. If treated as ordinary income, theamount paid for goodwill in an entity plan is taxable tothe seller as ordinary income and is deductible by thepartnership or LLC. For purchases on or after January5, 1993, this treatment may be elected only if capital isnot a material income-producing factor in thepartnership or LLC. Moreover, for the Internal RevenueService to agree with this result, the allocation to

goodwill must be reasonable.

Where capital is not a material income-producingfactor in the partnership or LLC, why would the partieswant to treat goodwill as an ordinary income item in anentity plan? The answer is apparent when the taxconsequences to the remaining partners or membersare examined. When the payments for goodwill aretaxed as capital gains, the remaining partners or

members basis in the partnership assets increase, butthere is no immediate income tax benefit to them. Onthe other hand, if goodwill is treated as an ordinaryincome item, the remaining partners or members getan immediate income tax deduction for amounts paidby the partnership or LLC for goodwill. The recipientmust report such payments as ordinary income(instead of as a capital gain). Nevertheless, in a familybusiness, if the remaining partners or members expectto be in a substantially higher income tax bracket thanthe deceased partners or members beneficiariesduring the buyout period, substantial taxes can besaved by providing the remaining partners or memberswith this current deduction.

Meth ods of Funding a Buy-Sell Agreement

Guaranteeing sufficient funds with which to purchasethe interest of a deceased, disabled or withdrawingbusiness owner is an important part of buy-sellplanning. A business has essentially five methods offunding a buy-sell agreement.

First, the funds can come from the business assets oroperating profits. However, most successful businessowners do not keep large sums of liquid assets onhand. Instead, they put their money to work in their

business.

Second, a sinking fund can be established. But such afund may be inadequate if a business owner diesprematurely. In addition, for regular corporations,establishing such a fund may expose the corporation toan accumulated earnings tax problem.

Third, the business can borrow the funds from a bank.The problem with borrowing, however, is that the lossof a key person might impair the business credit-worthiness. In addition, the interest costs may beexcessive and the interest expense may not be

deductible.

Fourth, the business can pay the purchase price oninstallments. This approach presents the sameproblems for the business as borrowing from a bank.Moreover, the seller runs the risk that the businessmay fail and the payments stop.

The fifth and final method of funding a buy-sellagreement is life insurance. This approach offers thefollowing advantages: (1) complete financing isguaranteed from the beginning; (2) the deathproceeds are generally free from federal income taxes;


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(3) the policys cash value can be used for a buyoutdue to retirement or disability; (4) it may be the mosteconomical method because the premiums paid areusually a fraction of the death benefit (i.e., discounteddollars); and (5) the business credit position isstrengthened.

The Pension Protection Act of 2006, generally providesthat the proceeds received on an employer-owned life

insurance contract issued after August 17, 2006, aretaxable as ordinary income to the extent they exceedthe employers costs for the policy. The Act defines anemployer-owned life insurance contract as a lifeinsurance contract that (1) is owned by and benefitssomeone engaged in a trade or business or a relatedperson, and (2) insures the life of an individual who iseither an employee, officer, or director. Fortunately,there are several exceptions to this general rule. Theinsurance proceeds will remain income tax-free if thenew notice and consent requirements are satisfied andthe contract fits within one of the two exceptions setforth in the statute.

With respect to the notice and consent requirements,before the contract is issued the insured employeemust

be notified in writing that the employer intends toinsure the employees life, the maximum faceamount for which the employee could be insured,and that the employer will be the beneficiary of thedeath proceeds; and

consent in writing both to being insured on suchterms and to having coverage continue after theinsureds employment terminates.

With respect to the exceptions to the general rule, thefirst exception applies if either (1) the insured was anemployee of the employer during the 12-month periodbefore the insureds death, or (2) at the time thecontract was issued, the insured was a director, ahighly compensated employee, or a highlycompensated individual.

To be safe, the notice and consent provisions can bemade part of the buy-sell agreement itself. However,the notice and consent provisions in a buy-sellagreement will be effective only if the agreement is

executed before the issuance of the life insurancecontracts.

Selecti ng t he Triggering Event s

Most business owners think of buy-sell agreements inthe context of what happens to their business intereston their death. However, a comprehensive buy-sellagreement will also include a number of othertriggering events. For each such event, a market iscreated that might not otherwise exist in a closely heldbusiness, and the remaining owners are guaranteedcontrol of the business without outside interference.

Next to death, the most common triggering events aretotal and permanent disability (usually following a one-to two-year waiting period), retirement or terminationof employment, transfers to third parties, anddeadlock. With respect to disability, a provisiondefining what constitutes total and permanentdisability must be included in the buy-sell agreement.The agreement should also specify the normalretirement age. Under termination of employment, the

agreement should cover both voluntary andinvoluntary terminations. Transfers to third partiesshould include not only sales but also gifts andinvoluntary transfers that might occur if a businessowner divorces, is sued, or becomes bankrupt. Finally,a buy-sell agreement may be used to structure a fairlypriced buy-out when the shareholders are deadlocked.

Once the parties determine the triggering events to beincluded in the agreement, they must decide whichtriggering events result in a mandatory purchase andwhich events simply trigger a right of first refusal or anoption to purchase. Most agreements treat death anddisability as mandatory purchases because thedeceased or disabled owner is no longer in a positionto negotiate with his or her co-owners. In addition,attaining normal retirement age is often treated as amandatory purchase. For the other triggering events,most agreements give the remaining owners a right offirst refusal to match a third-party offer or an option topurchase under the price and terms set forth in thebuy-sell agreement.

Det ermini ng t he Purchase Price

There are a number of ways to value a closely heldbusiness in a buy-sell agreement. Many agreements

use a fixed price subject to periodic revaluations andprovide for an appraisal if the parties cannot agree torevalue or if they simply neglect to do so. However,valuation formulas are the predominant measuringdevice. Among the many formulas used are (1) netbook value, (2) adjusted book value, (3) multiple ofearnings, and (4) fair market value as determined byan independent appraiser or the corporationsaccounting firm.

The net book value of a business is its total assets lesstotal liabilities as reflected on its balance sheet. Thenet book value formula may be appropriate for a

business that is relatively new. It is important to notethat book value does not take into consideration thevalue of the businesss goodwill, if any. In determiningnet book value, assets are valued at cost lessdepreciation.

The adjusted book value method starts with net bookvalue but then adjusts the businesss value upward ordownward to reflect the current fair market value oftangible assets such as equipment, real estate, andinventory. Usually, an independent appraisal of thetangible assets is required to make the adjustment.


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The adjusted book value formula works well for abusiness where goodwill is not present.

If a stock redemption or entity agreement is fundedwith life insurance and uses either a book value or anadjusted book value formula, the valuation date shouldbe the last day of the month immediately precedingthe triggering event. This will prevent the life insuranceproceeds from inflating the purchase price (and estate

tax value) of a deceased owners interest.

The multiple of earnings method bases the valuationon the businesss income statement instead of on itsbalance sheet. The business value is obtained bymultiplying earnings by a multiplier. Earnings areusually based on an average of three to five years andare often weighted to emphasize the businesss mostrecent earnings. To arrive at the businesss trueearnings, adjustments may be necessary for itemssuch as nonrecurring expenses and excessive salariesbecause these can cause earnings to be understated.The exact multiplier to be used reflects the degree ofrisk inherent in the business and varies amongindustries. An independent appraiser or the businesssaccountants are typically in the best position todevelop the multiple of earnings formula to be used inthe buy-sell agreement.

Perhaps the best valuation formula is that based onfair market value as determined by an independentappraiser. Although the appraiser may use a variety ofapproaches, it is common to look at the businesssbook value, net book value, and the value determinedunder the multiple of earnings method. The values canbe weighted to give one of the formulas greateremphasis (as may be dictated by the particular

industry) and then averaged. In any event, regularreview of the valuation formulas and payment termsmust be coordinated and considered.

Estate Freezing with Unrelated Owners. A buy-sellagreement, when properly implemented, can fix theestate tax value of a deceased owners businessinterest. Case law has established the following rulesby which unrelated owners may fix the estate tax valueof a business interest in a buy-sell agreement:

1. The estate must be obligated to sell at death(under either a mandatory purchase agreement or

an option held by the business or survivingowners).2. The purchase price must be fixed by the terms of

the agreement, or the agreement must contain aformula or method for determining the price.

3. The agreement must prohibit the owner fromdisposing of his or her interest during his or herlifetime without first offering it to the business orto the other owners at no more than the contractprice.

4. The price must be fair and adequate when theagreement is entered into.

In the absence of a binding agreement, a deceasedowners business interest must be valued at the fairmarket price. The estate tax regulations define this as

the price at which the property would change handsbetween a willing buyer and a willing seller, neitherbeing under compulsion to buy or sell and both having

reasonable knowledge of the relevant facts. Factorsthat should be considered include the businesss bookvalue, earning capacity, goodwill, recent sales of otherbusiness interests, economic outlook, and nature andhistory. Moreover, where the decedent owns anoncontrolling interest in the business, the value of thebusiness interest may be discounted for lack of controland lack of marketability.

Estate Freezing with Related Owners. For buy-sellagreements between family members entered intoafter October 8, 1990, or substantially modified afterthat date, to fix the estate tax value of the businessinterest, Internal Revenue Code Section 2703 requiresthe following tests be satisfied in additionto the rulesset forth above relating to nonfamily businesses. First,the agreement must be a bona fide businessarrangement. Second, it may not be a device totransfer the property to members of the decedentsfamily for less than full and adequate consideration inmoney or moneys worth. Third, it must have termscomparable to those entered into by persons in anarms-length transaction. The last requirementsuggests, but does not clearly state, that agreementsamong unrelated parties would be treated solely underthe rules discussed above. Moreover, the regulationsexpressly exempt an agreement if more than 50

percent of the business interests are held by unrelatedowners.

If a family buy-sell agreement does not meet therequirements of IRC 2703, two disastrous results canoccur. First, the selling estate may receive less for thebusiness interest than the estate tax obligation for theinterest. Second, if the business interest is left to asurviving spouse who is required to sell the interest forless than its estate tax value, the unlimited maritaldeduction could be significantly impaired, resulting inestate taxes on an estate that anticipated little or notax.

The third test of IRC 2703 makes it essential that thebuy-sell agreement result in the business being valuedat its fair market value. A purchase price formularequiring a fair market value appraisal by anindependent appraiser should guarantee that the valuefinally determined for the business interest will beaccepted as its estate tax value. Alternatively, aformula established by a professional businessappraiser that is appropriate for the businesss size andindustry should also satisfy the requirements of IRC2703 provided the formula is reviewed and, ifnecessary, modified as the business grows or changes.


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The use of a fixed price would not likely satisfy IRC2703 unless it were established by an independentappraiser and regularly reevaluated.

Sett ing t he Payment Terms

A buy-sell agreement must set forth the terms onwhich the purchase price will be paid. Although thebuy-sell agreement may require the purchase price to

be paid in full at closing, such a requirement is oftenimpractical because of the cash-flow problems it cancause the business and the remaining owners. Instead,most agreements permit the purchase price to be paidin installments over a period ranging from three to tenyears. Payments may be made monthly, quarterly, orannually, as the parties prefer. Installment-sale taxtreatment is available to the selling business ownerwhere he or she receives at least one payment afterthe close of the taxable year in which the sale occurs.

The down payment must also be specified. In mostcases where the buy-sell agreement is funded with lifeinsurance, 100 percent of the insurance proceeds willbe required as the down payment for a deceasedowners business interest. For lifetime sales whereinsurance proceeds are not available, a down paymentin the range of 1530 percent is typical.

In installment sales, an interest rate must be specified.For buy-sell agreements involving nonfamily members,the interest rate is often a floating rate geared to theprime lending rate and can be adjusted annually ormore frequently during the term of the installmentnote. For family businesses, it is not uncommon for thefamily members to want to use the lowest interest ratepossible. In such a case, the interest rate should be set

at the minimum rate required to avoid imputed interestor original issue discount problems (i.e., it should beset at the applicable federal rate).

The unpaid purchase price should be evidenced by apromissory note setting forth the face amount of theloan, the interest rate, the payment amount, and thenumber of installments. Most buy-sell agreementsallow for prepayment without penalty. Finally, it isadvisable to attach the promissory note as an exhibitto the buy-sell agreement.

Most sellers will want the buy-sell agreement to

provide some form of security for the deferredpurchase price. The security may be in the form of aguarantee, a security interest in the shares being sold,or a security interest or mortgage in other assets ofthe buyer. In a stock redemption or an entity plan, a

lien or mortgage on the corporations or entitys assetscan secure the note.

In many buy-sell agreements, the owners agree thatany promissory note given by the entity pursuant tothe agreement will be subordinate to any institutionalfinancing afforded the corporation or entity. Such aprovision will facilitate the corporations or entitysability to obtain financing while it is obligated to

purchase an owners interest under an installment sale.

Finally, in a stock redemption or an entity plan, mostsellers find that it is advisable to include operatingrestrictions pending payment in full. Such restrictionsprevent the corporation or entity and the remainingowners from siphoning the businesss profits andthereby putting the business at risk of being unable tomake all of the installment payments. Among the morecommon restrictions are the following: excessiveincreases in the compensation paid to the remainingowners and/or members of their family, a sale of all orsubstantially all of the businesss assets, merging orconsolidating the business with another company,incurring debt beyond certain limits or ratios, andchanges in the businesss voting control.

Summary

As seen above, a properly designed and funded buy-sell agreement provides assurance to the surviving orremaining owners that the business will continue in asuccessful manner. At the same time, it providesdeceased, disabled or retiring owners with funds thatwill enable them to meet their needs and pay theirestate settlement costs. Overall, a buy-sell agreementgives the business owners, employees, suppliers,

customers, lenders and bonding agents comfort andsecurity that the business will successfully survive thedeath, disability or retirement of one or more of itsowners.

This Special Report is designed to provide accurate (at the time of printing) and authoritative information with regard to the subject matter covered. It must not be

used as the basis for legal or tax advice. In specific cases, the parties involved must always seek out and rely on the counsel of their own advisors. Thus, responsibility

for modifying and guiding any partys action with respect to legal and tax matters is placed where it belongs - with his or her own advisors.

TO THE EXTENT THIS ARTI CLE CONTAI NS TAX MATTERS, I T I S NOT INTENDED NOR WRI TTEN TO BE USED AND

CANNOT BE USED BY A TAXPAYER FOR THE PURPOSE OF AVOI DI NG PENALTI ES THAT MAY BE IMPOSED ON THETAXPAYER, ACCORDING TO CI RCULAR 230.

Buy Sell Agrreement

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