Business & Corporate Law
Straley | Otto also practices in the area of Business Entities & Corporate Law, including the formation of corporations, LLCs, partnerships, and other business entities. With our solution-oriented approach, organization, and technology, we provide clients with favorable results and timely advice in an efficient, problem-solving manner. We excel in our ability to guide our clients through their legal issues by offering accessibility and delivering rapid responses to inquiries and requests.
What Is a Buy-Sell Agreement?
It may be thought of as a sort of premarital agreement between business partners/shareholders or a “business will”.
An insured buy–sell agreement (triggered buyout is funded with life insurance on the participating owners’ lives) is often recommended by business-succession specialists and financial planners to ensure that the buy–sell arrangement is well-funded and to guarantee that there will be money when the buy–sell event is triggered.
Who Should Use One?
Buy and sell agreements are commonly used by sole proprietorships, partnerships, and closed corporations in an attempt to smooth transitions in ownership when each partner dies, retires, or decides to exit the business.
Why are Buy-Sell Agreements Important?
In the case of the death of a partner, the estate must agree to sell.
The buy and sell agreement requires that the business share be sold to the company or the remaining members of the business according to a predetermined formula.
Formation of Corporations/LLCs
Limited Liability Companies (LLC) Deeds
LLC’s do not have a President but instead have Manager(s) or a Managing Members. They will have one or the other. These individual(s) sign the deed. If there is more than one Manager, they both must sign the deed unless the Operating Agreement of the LLC is reviewed by Mike or Steve and it is demonstrated that only one of the Managers is required to sign the deed.
LLC with a Corporate Manager
For liability purposes, many LLC’s are set up with a Corporate Manager. In other words, the Manager or Managing Member is a Corporation. Below is an example of the proper way to set up this deed.
ABC, LLC, a Florida
Limited Liability Company
By: EFG, Inc.,
a Florida Corporation,
By: John Jones,
General Partnership Agreements
General Partnership Deed
The Grantor (Seller) is “John Smith, General Partner of the John Smith Partnership, or from multiple general partners if there are more than one. All partners must sign the deed. A Partnership Affidavit is also necessary.
Limited Partnership Deed
A Limited Partnership is a Partnership where there is a General Partner who assumes all the liability for the Partnership and the other partners, (the limited partners) who are often investors, have no liability. The Grantor (Seller) is “John Smith, as Limited Partner of John Smith Ltd., a Florida Limited Partnership”. Similar to LLC’s, you often see a Limited Partner be a Corporation for further liability insulation. See example below of this deed.
John Smith, Ltd.,
A Florida limited Partnership
By: John Smith, Inc.,
A Florida Corporation
Its General Partner