What is a buy-sell agreement?
A buy-sell agreement is a legally binding contract between the owners of a business. It spells out what happens to an owner's share if they die, become disabled, retire, or leave: who can buy it, how the price is set, and how it gets paid for. It protects the remaining owners, the departing owner's family, and the business itself.
Do we need an attorney for a buy-sell agreement?
Yes. Your attorney should draft or update the agreement itself, and your CPA should weigh in on valuation and taxes. Our job is the funding: making sure the life and disability insurance is in place, sized correctly, and owned the right way so the money is there when the agreement is triggered.
How much coverage do we need to fund a buy-sell agreement?
Generally enough to buy each owner's share at the price your agreement sets. If the business is worth $1.2 million and split evenly between two owners, each owner's share is about $600,000. Because business values change, many agreements use a valuation formula or require the owners to update the value every year, and coverage should be reviewed when they do. Try the buy-sell calculator for a quick estimate.
Which is better, cross-purchase or entity redemption?
It depends on how many owners you have, your entity type, age and health differences among owners, and tax considerations. Cross-purchase plans can give surviving owners a higher cost basis but get complicated with more owners. Entity redemption is simpler to administer. Your attorney and CPA should make the call, and we'll insure whichever structure they recommend.
What if one owner is older or has health problems?
That's common, and there are ways to handle it: different policy types, adjusting who owns and pays for which policy, or funding part of the buyout through installments. Because we're an independent agency, we can shop hundreds of insurance companies for the plans most likely to approve each owner.
Is key person insurance tax-deductible?
Premiums are generally not tax-deductible when the business is the beneficiary. In return, the death benefit is generally received income-tax-free, as long as the employer-owned life insurance notice-and-consent requirements are met before the policy is issued. We help with that paperwork, but please confirm the tax treatment with your CPA.
What happens to the policies if an owner leaves or retires?
Policies can often be transferred to the departing owner, kept to help fund a lifetime buyout, or restructured. Some transfers of life insurance have tax consequences under what's called the transfer-for-value rule, so we coordinate with your CPA before anything changes hands.
We already have a buy-sell agreement. Should we review it?
Yes, especially if it's more than a few years old, the business value has grown, owners have changed, or the agreement isn't funded with insurance. A 2024 U.S. Supreme Court decision, Connelly v. United States, also changed how some company-owned life insurance is treated when valuing a business for estate tax purposes, which is worth discussing with your attorney if your agreement uses an entity-redemption structure.