The Tribune Democrat, Johnstown, PA

December 1, 2012

PATTI HUDSON | Buy-sell agreement allows contingencies

Patti Hudson
For The Tribune-Democrat

JOHNSTOWN — What will happen to your business if you die, retire or become disabled? If you are a small-business owner, you need a means for the transfer of that business in the event something happens to you.

With a “buy-sell” agreement, you are able to plan for many contingencies over which you would otherwise have little control. A buy-sell agreement should establish a price and method of succession.

The traditional buy-sell agreement is a contract between the business entity and all the entity’s co-owners. The agreement typically covers valuing the business, laying down triggering events that would bring the terms of the contract into effect, and defining the transfer of ownership. There are many advantages in drafting a buy-sell agreement, including the following:

• Provides a framework for dealing with owner disputes – ensures a smooth transition of control and power to the owner’s successor.

• Facilitates estate planning objectives – can help minimize certain estate taxes and can • Fixes value for estate tax purposes – includes a method for valuing ownership interests and establishing a fixed value for purposes of taxing the estate upon its owner’s death.

• Forces owners to deal with liquidity issues – addresses how a possible buyout would be funded.

• Helps prevent loss of tax benefits – especially for S corporations in which transferred stock could lead to termination of the S election. It can disallow the transfer of shares without the consent of owners.

Something as valuable as the ownership and management of a small business should not be left to chance. The agreement needs to satisfy all parties involved, including the IRS requirements for tax purposes.

If you need assistance in drafting the tax consequences of a buy-sell agreement or in updating your current buy-sell agreement, please contact an accounting firm.

Patti Hudson is a certified public accountant with Wessel & Co. of Johnstown.

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