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Business & contracts 3 signers 3 pages 15 blanks to fill in

Buy-Sell Agreement Template

Decide now what happens to an owner's stake if they die, become disabled, retire or leave — before anyone has to.

Use This Template — Free See the Agreement Signers don’t need an account
Buy-sell agreement
The blanks in brackets are what you fill in. VergeHR adds each signer’s signature and date boxes.
Buy-sell agreement — page 1 of 3
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Buy-sell agreement — page 2 of 3
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Buy-sell agreement — page 3 of 3
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Use This Template Fill in the blanks, name who signs, and send — from VergeHR eSignature.

What is a buy-sell agreement?

If a co-owner dies, the surviving owner may find themselves in business with the deceased owner's family. If one wants to retire, they may have no buyer for a minority stake in a private company. A buy-sell agreement, sometimes called a business continuation agreement, settles these questions in advance: what triggers a sale, who must or may buy, how the price is set and how it is paid.

This template, for two owners and their company, covers triggering events (death, disability, retirement, insolvency, divorce and attempted transfers), a cross-purchase, redemption or combined structure, valuation by an annually agreed value, an independent valuer or a formula, payment terms including insurance funding, completion steps, release from personal guarantees, and transfer restrictions.

Best for
Two-owner companies, LLCs and partnerships
Signed by
The company and both owners
Triggers
Death, disability, retirement, insolvency, divorce, attempted transfer
Length
About 3 pages, initialled on every page

When to Use a buy-sell agreement

  • Two equal owners planning for death or long-term illness
  • Business partners funding a buyout with life insurance
  • Owners setting a fair price for a retiring partner
  • Stopping shares passing to an ex-spouse in a divorce
  • Giving an owner's family a guaranteed buyer at a fair price

What You Fill In

15 blanks, then the name and email of each person who signs: company, first owner, second owner.

1 The business

  • Effective date*
  • Company*
  • Ownership interests are* shares · membership interests · partnership interests

2 The owners

  • First owner*
  • First owner's stake*
  • Second owner*
  • Second owner's stake*

3 The buyout

  • Who buys* the remaining owner (a cross-purchase) · the Company (a redemption) · the remaining owner, or the Company if the remaining owner does not buy within the time allowed
  • How the price is set* an agreed value the owners confirm in writing each year, or an independent valuation if no value has been confirmed in the last 15 months · an independent valuation by a qualified business valuer chosen jointly · the formula set out in a schedule signed by the owners
  • Current agreed value of the whole business
  • Currency*
  • How the price is paid* in full within 90 days of the price being set · insurance proceeds first, with any balance over 36 monthly instalments · 20% within 90 days, with the balance over 48 monthly instalments
  • Life or disability insurance to fund it* Yes · No

4 Triggers

  • Disability trigger (months unable to work)*
  • Governing law*

5 Who signs

  • Company signature and date, job title, initials on every page
  • First owner signature and date, initials on every page
  • Second owner signature and date, initials on every page

What the buy-sell agreement Covers

  1. Triggering events
  2. The buyout
  3. Price
  4. Payment
  5. Insurance
  6. Funding
  7. Completion
  8. Restrictions
  9. General

Using the buy-sell agreement, step by step

1 Enter the business and owners

Name the company, choose the kind of ownership interest, and enter each owner's stake.

2 Choose the structure

Decide whether the other owner buys, the company buys, or the company steps in if the owner does not. Ask an accountant: tax can differ greatly.

3 Set the price and payment

Choose an annually agreed value, an independent valuation or a formula, and how the price is paid. Say whether insurance will fund it.

4 Sign and review annually

Send to the company and both owners. The signed agreement is stored in Files; diary a yearly review to confirm the agreed value.

Tips Before You Send It

  • If you use an agreed value, actually update it each year; the template falls back to a valuer if it is out of date.
  • Line up insurance cover with the likely price, and review it when the business grows.
  • Ask each owner's spouse or partner to sign a consent where they could have a claim to the stake.
  • Make sure the company's constitution and any shareholders' agreement are consistent with it.

Sign It Online In Minutes

  1. Fill in the blanks. Names, dates and amounts go straight into the agreement — the preview shows exactly where.
  2. Name who signs. Tick “This is me” for your own part. VergeHR builds the PDF with every signature, date and initials box on the right line, and you can check or move anything before sending.
  3. Send it. Each signer gets a secure link and signs from any device — no account needed. The signed PDF, with an audit trail and a Certificate of Completion, is filed in Files and emailed to everyone.
Use the buy-sell agreement Template — It’s Free

Buy-sell agreement: frequently asked questions

What is the difference between a cross-purchase and a redemption?

In a cross-purchase the remaining owner buys the departing owner's stake. In a redemption the company buys it back. Tax treatment, insurance ownership and funding differ.

Why use life insurance?

Insurance gives the buyer cash at the moment it is needed most, so the family is paid without draining the business.

Is the buyout compulsory?

On death or disability, yes for both sides. On other triggers the buyer has an option to buy within 90 days.

Can we have more than two owners?

This template is written for two. For more, draft your own and upload it to VergeHR eSignature.

Use This Template — Free