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Oregon 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.

Oregon Shareholders' Agreement with Buy Sell Provisions is a legally binding document that establishes the rights and obligations of two shareholders who jointly own a closely held corporation in the state of Oregon. This agreement outlines the terms and conditions under which shares of the corporation can be bought or sold between the shareholders, ensuring the smooth functioning and governance of the company. There are different types of Oregon Shareholders' Agreement with Buy Sell Provisions that can be tailored to meet the unique needs and circumstances of the shareholders involved. Some common types include: 1. Cross-Purchase Agreement: This type of agreement allows each shareholder to purchase the shares of the other shareholder in the event of certain triggering events, such as death, disability, retirement, or voluntary sale. It provides a mechanism for the remaining shareholder to maintain control and ownership of the corporation. 2. Stock Redemption Agreement: In this type of agreement, the corporation itself agrees to purchase the shares of a shareholder in case of triggering events. The buyout is typically funded using the corporation's cash reserves or through external financing sources. 3. Hybrid Agreement: A hybrid agreement combines elements of both the cross-purchase and stock redemption agreements. It allows the remaining shareholder and the corporation to have the option to purchase the shares of the departing shareholder, depending on the nature of the triggering event. Key provisions typically included in an Oregon Shareholders' Agreement with Buy Sell Provisions are: 1. Buyout Triggers: Clearly defined events that can trigger the buyout provisions, such as death, disability, retirement, divorce, or voluntary sale. 2. Valuation Method: A mechanism or formula for determining the value of the shares to be bought or sold. This can be based on a pre-determined formula, independent appraisal, or a negotiated price. 3. Right of First Refusal: Granting the remaining shareholder or the corporation the first opportunity to purchase the shares before they can be offered to a third party. This provision ensures control remains within the company and its current shareholders. 4. Funding Mechanism: Identifying the source of funds for the buyout, whether it is through the personal assets of the remaining shareholder, the corporation's cash reserves, or external financing sources. 5. Restrictions on Transfer: Limitations on transferring shares to third parties without the consent of the other shareholder or the corporation. This provision helps maintain stability within the company and prevents shares from falling into undesired hands. 6. Dispute Resolution: A mechanism for resolving disputes that may arise between the shareholders related to the agreement, such as through mediation, arbitration, or litigation. Overall, an Oregon Shareholders' Agreement with Buy Sell Provisions is a crucial document that safeguards the interests of two shareholders in a closely held corporation. It provides a framework for the orderly transfer of shares, ensuring business continuity and preserving the value of the company.

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How to fill out Oregon Shareholders' Agreement Between Two Shareholders Of Closely Held Corporation With Buy Sell Provisions?

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FAQ

The key elements of a buy-sell agreement include:Element 1. Identify the parties.Element 2. Triggered buyout event.Element 3. Buy-sell structure.Element 4. Company valuation.Element 5. Funding resources.Element 6. Taxation considerations.

A buy/sell clause provides a mechanism for how and when the remaining shareholders can purchase a departing shareholder's shares due to a triggering event, such as a shareholder retirement, disability, death or dispute. It also defines how that purchase will be funded to ensure liquidity.

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.

A buy and sell agreement is a legally binding contract that stipulates how a partner's share of a business may be reassigned if that partner dies or otherwise leaves the business. Most often, the buy and sell agreement stipulates that the available share be sold to the remaining partners or to the partnership.

Using a buy/sell agreement to establish the value of a business interest. A buy/sell agreement is a contract between the members of an LLC that provides for the sale (or offer to sell) of a member's interest in the business to the other members or to the LLC when a specified event or events occur.

Definition. A buy/sell-back is a pair of simultaneous transactions: the first is the purchase of a bond or other asset and the second is the sale of the same asset back again from the same counterparty for settlement on a later date.

sell agreement is made up of several clauses in your written operating agreement (or it can be a separate agreement that stands on its own) that control the following business decisions: who can buy a departing member's share of the business (this may include outsiders or be limited to other LLC members)

Company purchase agreements are essential for transferring the ownership of a business upon a trigger event, such as death or disability. They generally contain the terms and conditions of the sale, including obligations, warranties, and liabilities.

Sometimes these terms are used interchangeably. However, a Shareholder's Agreement usually contains more terms or conditions which govern the relationship between shareholders, whereas a Buy-Sell Agreement usually deals just with the issue of when a shareholder wants to sell shares or if a shareholder dies.

A buyout agreement can stand on its own or can be several provisions in your written partnership agreement that control the following business decisions: whether a departing partner must be bought out. what price will be paid for the departing partner's interest in the partnership.

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