Business continuity & risk

Buy-sell agreements: make the next step clear

A buy-sell agreement sets rules for an ownership transfer when an agreed event occurs. It can address who may buy, how the price is determined, how payment works and what happens during the transition. The agreement and its funding need to work together. Having a signed document does not, by itself, mean a future purchase will be affordable.

CoordinateA decision that needs input from licensed or specialist professionals, with clear responsibilities and follow-through.

Content reviewed: October 20, 2026 · General education

The personal wealth connection

Why it matters.

Your family may depend on a business interest that cannot quickly be sold. Your partners may depend on keeping ownership with people who can run the business. A buy-sell discussion brings those needs into the same room before a death, disability or disagreement forces a decision.

Look at the arrangement from both sides. Could your family wait for installment payments? Could you fund another owner's exit without disrupting payroll or your own retirement savings? Ask your advisors to examine each owner's household needs alongside business cash flow. Fairness includes timing, security and responsibilities as well as price.

When to discuss it.

  • You have co-owners but no signed agreement, or the signed version differs from what everyone remembers.
  • The valuation formula, ownership list or funding has not kept pace with the business.
  • The document addresses death but leaves disability, retirement or a voluntary departure unclear.
  • Company-owned life insurance funds a redemption and the arrangement has not received a coordinated legal and tax review.
A coordinated decision, in three steps
  1. 01Your priorities

    What needs to work for your business and family?

  2. 02The tradeoffs

    What changes under each realistic option?

  3. 03Agreed action

    Who does what, and when will you review it?

Make the agreement understandable before an event

Ask your attorney to walk the owners through a sequence: triggering event, decision authority, valuation, funding, payment and ownership transfer. Decide which events should create a right to buy and which should create an obligation. Review notice requirements, disagreements over value, payment security and what happens if the intended buyer cannot perform.

A practical discussion also covers the period before closing. Who votes the departing owner's interest? Who manages customer relationships? Does the family receive distributions or other income? Keep the operating agreement, employment arrangements and estate documents in view. Those are questions for counsel to reconcile; a website checklist cannot settle the legal terms.

Review structure and funding together

A cross-purchase arrangement places the purchase with other owners. An entity redemption places it with the company. Other agreements allow a sequence of purchase opportunities or name a particular successor. Each needs a funding plan. Compare reserved cash, future savings, lender financing, seller installments and, where appropriate, insurance rather than assuming one source covers every event.

Cash reserved for a buyout cannot simultaneously serve every other business purpose. Borrowing depends on available credit when needed. Seller installments leave the seller exposed to future payment performance. Life insurance addresses a covered death, not a routine retirement; disability coverage depends on its contract. Ask a licensed professional to explain exclusions, ownership, beneficiaries, premiums and claims conditions before relying on coverage.

Understand what Connelly changes in the discussion

In Connelly v. United States, the Supreme Court held that the corporation's obligation to redeem shares at fair market value did not offset the value of life-insurance proceeds used for that redemption when valuing the deceased owner's shares for federal estate-tax purposes. The decision is a reason to review company-owned redemption funding; it does not mean every redemption agreement is invalid.

Ask your attorney, CPA and valuation professional to examine the actual agreement and policies together. Avoid moving policies or rewriting ownership based only on a headline. Before making changes, establish the intended outcome, identify tax and legal consequences, and confirm that replacement arrangements will function. Then give someone responsibility for checking that documents, funding and ownership records stay aligned.

Compare the options.

These are discussion starting points, not recommendations. Terms, suitability and outcomes depend on your circumstances.

Ways to approach the decision
OptionHow it worksPotential advantagesTradeoffsWhen to discuss
Cross-purchaseOther owners purchase the departing owner's interest.Places ownership and purchase obligations directly with the buyers.Several owners can create funding and administration complexity.Owners willing to maintain coordinated individual purchase arrangements.
Entity redemptionThe company buys the interest under the agreement.Centralizes the purchase obligation and its administration.Uses business resources and requires careful valuation and tax review.A company able to support the obligation after professional analysis.
Wait-and-see arrangementThe agreement sets an order for the company and owners to exercise purchase rights.Can preserve flexibility over the eventual purchaser.Flexible terms still need clear deadlines and workable funding.Owners who need alternatives and will maintain the supporting arrangements.
One-way purchase arrangementA named successor agrees to buy from an owner after specified events.Can establish a route for a sole owner's transition.The successor's willingness, capability and funding need examination.An owner with a credible employee, family or other successor.

Pause and check

Mistakes to avoid.

  • Keeping a fixed price without a process for reviewing whether it still fits the business.
  • Treating a policy's face amount as proof that every event and purchase obligation is funded.
  • Assuming the buy-sell contract alone settles the value used for every tax purpose.
  • Changing ownership or beneficiaries without having counsel and tax advisors review the consequences.

Bring these to your team

Questions worth asking.

  1. What events trigger a purchase right or obligation, and who decides whether the event occurred?
  2. How is value determined if the owners or their families disagree?
  3. What resources will fund each event, including one that insurance does not cover?
  4. Does our redemption funding require changes after a Connelly review?
  5. Who checks the agreement, valuation, policies and family needs after business changes?
Download questions (PDF)

Keep the connections in view.

A lead advisor’s ongoing coordination should help the appropriate professionals work from shared priorities, with your permission. Ask for a written scope, named responsibilities and a review date. Each professional remains responsible for their own advice.

For dated federal limits, consult the 2026 Annual Numbers. For unfamiliar terms, use the planning glossary.

Common questions.

Does every business need the same structure?

No. Ownership, entity type, funding, family needs and intended successors affect the analysis. Ask counsel to compare the structures against your actual circumstances before choosing one.

Is insurance required?

Not in every arrangement. It is one possible funding source for specified events. Its cost and contract terms should be compared with reserves, borrowing and installment arrangements.

Can a sole owner use a buy-sell agreement?

A sole owner can discuss a purchase arrangement with a suitable successor. The separate question is who will operate the company during a transition. Both issues deserve attention.

Sources & context.

Primary references reviewed October 20, 2026. Each source supports the specific topic noted; it does not endorse this site or the original discussion framework.

Continue the conversation

Related guides.

Business value

Business valuation: know what the number means

A business valuation is an informed opinion of value for a particular ownership interest, purpose and date. It helps turn an uncertain number on your personal balance sheet into a question you can examine. A useful valuation explains the reasoning and assumptions behind the result. It is not a promise that a buyer will pay that amount.

CoordinateA decision that needs input from licensed or specialist professionals, with clear responsibilities and follow-through.Read the guide →
Continuity & risk

Key person protection: beyond a single policy

Key person protection prepares a business for the loss or extended absence of someone whose work, knowledge or relationships are difficult to replace. The person may be an owner, manager or specialist. Start with the work that must continue, then consider leadership backups, documented processes, cash reserves, retention measures and appropriate insurance.

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Owner disability: keep decisions moving

Owner disability planning asks what would happen if illness or injury limited your ability to work. There are several separate needs: household income, business expenses, operating decisions and a possible ownership transition. A plan connects those needs without assuming a single policy, document or family member can handle them all.

CoordinateA decision that needs input from licensed or specialist professionals, with clear responsibilities and follow-through.Read the guide →
Estate & legacy

Estate planning for business owners

An owner's estate plan needs to explain more than who inherits. It should connect the people who can act, the business interests that may transfer, the cash needed during a transition and the family's expectations. Legal documents, ownership agreements and account records need to tell a compatible story.

CoordinateA decision that needs input from licensed or specialist professionals, with clear responsibilities and follow-through.Read the guide →
Exit & succession

Compare your exit and succession paths

The best exit path depends on what you need the transition to achieve. A family transfer, a sale to employees and an outside sale can produce very different outcomes for control, cash, timing and the people involved. Compare those outcomes before narrowing the discussion to price or a favored buyer.

CoordinateA decision that needs input from licensed or specialist professionals, with clear responsibilities and follow-through.Read the guide →
Exit & succession

Exit readiness: prepare before the decision

Exit readiness means being able to make a considered choice about your future. It brings the business's ability to transfer together with your personal need for income, your preferred timing and the role you want afterward. Beginning years ahead can create time to address gaps; it does not guarantee a buyer, a price or a tax outcome.

PlanA planning conversation about your business and personal priorities. Any advice requires a separate engagement with an appropriately qualified advisor.Read the guide →

Your next step

Apply to meet a financial advisor.

Tell us about your business and priorities. We review your application for a possible introduction to a participating advisor. You decide whether to proceed.

Apply to meetTake the Wealth Scorecard

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Content reviewed: October 20, 2026 · General education