The two main avenues sellers use to cancel a contract legally are: For reasons spelled out in the contract. The seller can back out for reasons written into the contract, including (but not limited to) contingencies. The buyer is in breach of the contract.
If you don't have a binding buy-sell agreement in place, your business is at risk. Without a clear succession plan, disputes can arise among partners—or their surviving spouses—that lead to loss of valuable time, increased expenses, and costly litigation.
Forced buyout of a shareholder It's possible through a buy-sell agreement, cross-option agreement, share buyback, or other valid contract. These provisions trigger in certain circumstances, such as when a shareholder dies, files for bankruptcy or divorces. Mergers and acquisitions can also be triggers.
"Agreement to Sell" is a contractual document where the seller has committed to sell the property to the buyer at a future date upon fulfilling specific conditions.
If your shareholder refuses to sell despite having the right, your company can use a power of attorney. Directors can enforce a sale, following specific powers outlined in the shareholders agreement or ESOP rules.
There are two different types of shareholders' agreements: a general shareholders' agreement, and a unanimous shareholders' agreement (“USA”). A general shareholders' agreement is subject to the articles and bylaws of the company as well as the provisions of the corporate statute that governs the company.
Essentially, any business with more than one owner needs a buy-sell agreement. It does not matter if the business is a corporation, partnership, or LLC. As long as there are multiple owners, you should ensure that a buy-sell agreement is in place.
While a buy-sell agreement typically addresses the sale of shares among co-owners of a business, a shareholder agreement may address a wider range of issues, including the management and control of the business, the distribution of profits, and the appointment of directors and officers.