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Business Partner Buy Sell Agreement
"I need a Business Partner Buy-Sell Agreement for a three-partner technology consulting firm in Lagos, with special provisions for disability and retirement, and a requirement that any partner exit must be funded through existing life insurance policies."
1. Parties: Identification of all business partners and the company
2. Background: Context of the agreement and current ownership structure
3. Definitions: Key terms used throughout the agreement
4. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary sale)
5. Valuation Method: Agreed method for determining the business or shares value
6. Purchase Price and Payment Terms: Details of how payment will be structured and timing
7. Funding Mechanism: How the purchase will be funded (insurance, installments, etc.)
8. Right of First Refusal: Process for existing partners to purchase shares before external sale
9. Transfer Restrictions: Limitations on transfer of ownership interests
10. Notice Requirements: Procedures for notifying parties of trigger events and intentions
11. Dispute Resolution: Process for resolving disagreements
12. Governing Law: Specification of Nigerian law as governing law
13. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Used when partners want the right to join in sale of shares to third parties
2. Drag-Along Rights: Used when majority owners want right to force minority owners to join in sale
3. Family Transfer Exceptions: Include when allowing special provisions for transfers to family members
4. Cross-Purchase vs. Redemption: Include when offering different structure options for purchase
5. Non-Compete Provisions: Used when restricting partners from competing after exit
6. Intellectual Property Rights: Include when IP is a significant company asset
7. Management Transition: Used when transfer includes management responsibilities
8. Tax Treatment: Include detailed tax provisions when complex tax implications exist
1. Schedule A - Current Ownership Structure: Detailed breakdown of current ownership percentages and classes of shares
2. Schedule B - Valuation Formula: Specific calculation method and factors for business valuation
3. Schedule C - Insurance Policies: Details of life/disability insurance policies funding the agreement
4. Schedule D - Company Financial Statements: Recent financial statements as baseline for valuations
5. Appendix 1 - Valuation Certificate Template: Template for recording agreed business valuations
6. Appendix 2 - Notice Forms: Standard forms for various required notices under the agreement
7. Appendix 3 - Transfer Procedures: Detailed procedures for executing ownership transfers
8. Appendix 4 - CAC Filing Requirements: Checklist of required Corporate Affairs Commission filings for transfers
Authors
Professional Services
Manufacturing
Technology
Retail
Real Estate
Financial Services
Healthcare
Construction
Agriculture
Energy
Telecommunications
Hospitality
Transportation
Mining
Education
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Executive Leadership
Board of Directors
Corporate Governance
Business Development
Strategy
CEO
Managing Director
Business Partner
Company Secretary
Legal Counsel
Chief Financial Officer
Corporate Lawyer
Business Owner
Finance Director
Risk Manager
Compliance Officer
Board Member
Executive Director
Managing Partner
General Counsel
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