Massachusetts Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions

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A corporation whose shares are held by a single shareholder or a closely-knit group of shareholders (such as a family) is known as a close corporation. The shares of stock are not traded publicly. Many of these types of corporations are small firms that in the past would have been operated as a sole proprietorship or partnership, but have been incorporated in order to obtain the advantages of limited liability or a tax benefit or both.

A buy-sell agreement is an agreement between the owners (shareholders) of a firm, defining their mutual obligations, privileges, protections, and rights. This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.

A Massachusetts Shareholders' Agreement between Two Shareholders of a Closely Held Corporation with Buy Sell Provisions is a legally binding contract that outlines the rights and responsibilities of two shareholders in a closely held corporation based in Massachusetts. This agreement sets forth the terms and conditions that govern their relationship and addresses various aspects of the corporation's operations and shareholder rights. Key terms and provisions included in this type of agreement are: 1. Buy-Sell Provisions: These provisions detail the circumstances under which a shareholder can sell their shares and the process of transferring ownership. This can include situations such as death, disability, retirement, or voluntary transfer. By defining these provisions, the agreement ensures a smooth transition of ownership and protects the interests of both parties involved. 2. Price and Valuation: The agreement establishes a mechanism to determine the fair value of the shares when a buy-sell event occurs. It may include methods like appraisals or predetermined formulas considering factors such as financial statements, industry standards, or independent third-party valuations. This ensures a fair and transparent process for both shareholders. 3. Rights and Obligations: The agreement outlines the rights and obligations of each shareholder, including voting rights, decision-making authority, and responsibilities towards the corporation. It ensures that each shareholder has a clear understanding of their roles and responsibilities, avoiding conflicts and disputes in the future. 4. Non-Compete and Non-Disclosure: These provisions restrict shareholders from engaging in activities that may compete with the corporation or divulge sensitive information. They protect the corporation's trade secrets, goodwill, and prevent unfair competition among shareholders. 5. Dispute Resolution: The agreement may include provisions for dispute resolution, such as mediation, arbitration, or litigation, in case conflicts arise between the shareholders. These provisions outline the steps to resolve disputes in an efficient and cost-effective manner, minimizing disruptions to the corporation's operations. Other types of Massachusetts Shareholders' Agreements between Two Shareholders of Closely Held Corporation with Buy Sell Provisions may include: 1. Cross Purchase Agreement: This agreement allows one shareholder to buy the shares of the other shareholder, either entirely or proportionately, in the event of a buy-sell trigger. This is often used when there are only two shareholders and provides a straightforward method of transferring ownership. 2. Redemption Agreement: In this type of agreement, the corporation has the right or obligation to repurchase the shares of a shareholder following a buy-sell event. The corporation can then retire or redistribute the repurchased shares as per the agreement's terms. 3. Hybrid Agreement: This agreement combines elements of both the cross-purchase and redemption agreements. It allows either the shareholder or the corporation to buy the shares, providing flexibility depending on the specific circumstances that trigger a buy-sell event. In conclusion, a Massachusetts Shareholders' Agreement between Two Shareholders of a Closely Held Corporation with Buy Sell Provisions is a vital legal document that protects the rights and interests of shareholders in a closely held corporation. Its purpose is to establish clear guidelines concerning share transfers, valuation methods, rights, and obligations, ensuring a smooth operation and preventing disputes between shareholders.

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  • Preview Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions
  • Preview Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions
  • Preview Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions
  • Preview Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions
  • Preview Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions
  • Preview Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions

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FAQ

If an individual is purchasing or selling shares in the company or industry with another business or person, they should use a share purchase agreement. For instance, if there are two partners for a business, they have equal rights and shares.

The answer is usually no, but there are vital exceptions. However, there are a few situations in which shareholders must sell their stock even if they would prefer to hold onto their shares. The two most common are when a company gets acquired and when it has an agreement among shareholders calling for forced sales.

An effective buy-sell agreement creates an internal market that allows a family owner to enter or leave ownership, and describes the conditions and terms for owners to divest themselves of some or all of their shares. This is done while keeping ownership exchanges and control within the family.

The four types of buy sell agreements are:Cross-purchase agreement.Entity purchase agreement.Wait-and-See.Business-continuation general partnership.

Yes. Most companies that raise investment (on Crowdcube or elsewhere) include a drag along procedure in their articles of association. The procedure is designed to ensure that minority shareholders cannot block an exit by the majority.

The buy and sell agreement is also known as a buy-sell agreement, a buyout agreement, a business will, or a business prenup.

In general, shareholders can only be forced to give up or sell shares if the articles of association or some contractual agreement include this requirement. In practice, private companies often have suitable articles or contracts so that the remaining owner-managers retain control if an individual leaves the company.

sell agreement establishes the fair value of a person's share in the business, which comes in handy if a partner wants to remain in the company after another partner's exit. This helps forestall disagreements about whether a buyout offer is fair since the agreement establishes these figures ahead of time.

What Are Buy-Sell Agreements? Buy-Sell agreements or forced buyouts are one way for the majority to force out a minority. This allows a majority to force a minority to sell their shares often in the context of a company-wide buyout.

Buy-sell agreements, also called buyout agreements and shareholder agreements, are legally binding documents between two business partners that govern how business interests are treated if one partner leaves unexpectedly.

More info

By R Molano-Leon · 2008 · Cited by 14 ? Shareholders' agreements could include a whole variety of issues, like voting of shares for the election of directors, who are to be officers of the corporation ... By JE Fisch · 2020 · Cited by 1 ? shareholders, and provisions that limit the permissible fora for shareholderagreements have a long history in small closely-held corporations which.59 pages by JE Fisch · 2020 · Cited by 1 ? shareholders, and provisions that limit the permissible fora for shareholderagreements have a long history in small closely-held corporations which.Buy and sell agreements are commonly used by sole proprietorships, partnerships, and closed corporations in an attempt to smooth transitions in ownership ... By Z Shishido · Cited by 44 ? Murdock, The Evolution of Effective Remedies for Minority Shareholders and Its Impact Upon Valuation of Minor- ity Shares, 65 Notre Dame L. Rev. 425, 440, 462 ( ... In both Massachusetts and Delaware, a corporate fiduciary, such as aMajority shareholders in a closely held Delaware corporation, ... Agreements among two or more shareholders of a corporation are commonlyincorporated by reference to the shareholders agreement) in a provision.51 pages Agreements among two or more shareholders of a corporation are commonlyincorporated by reference to the shareholders agreement) in a provision. By FH O'Neal · 1952 · Cited by 178 ? funds legally available for the purpose. Even though the restrictive provisions are both in a share- holders' agreement and in the articles, placing the ... 2. How To Make a Contribution To. Reduce Debt Held by the. Public .and amended and extended by thecorporation must file Form 1120, unless it. The following materials provided helpful reference for this section: Joseph J. Norton, "Adjustment and Protection of Shareholder Interests in the Closely-Held ... Sachdev, the Supreme Judicial Court of Massachusetts ruled that a computer aided design services corporation owned by two shareholders, who each owned 50% ...

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Massachusetts Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions