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Free Buy-Sell Agreement Template

Protect your business from ownership disputes with a comprehensive buy-sell agreement. Define trigger events, valuation methods, funding mechanisms, and transfer restrictions with our professional United States template — trusted by American business owners.

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BUY-SELL AGREEMENT
Pacific Ventures Group LLC - LLC
OWNER 1
Robert Chen
Managing Member 742 Oak Avenue, Palo Alto, CA 94301 robert.chen@pacificventures.com 60% Ownership
By: Robert Chen, Managing Member
OWNER 2
Lisa Park
Member 388 Elm Street, Mountain View, CA 94041 lisa.park@pacificventures.com 40% Ownership
By: Lisa Park, Member
Pacific Ventures Group LLC
Limited Liability Company (LLC) | Cross-Purchase | March 12, 2026
This Buy-Sell Agreement (this "Agreement") is entered into as of March 12, 2026, by and between Robert Chen and Lisa Park (collectively, the "Owners"), the owners of all issued and outstanding ownership interests in Pacific Ventures Group LLC, a Limited Liability Company (LLC) organized under the laws of the State of California.
1.
RECITALS
WHEREAS, Pacific Ventures Group LLC (the "Company") is a Limited Liability Company (LLC) organized and existing under the laws of the State of California;

WHEREAS, the undersigned parties are the owners of all the issued and outstanding ownership interests in the Company, holding the respective percentages set forth herein;

WHEREAS, the Owners desire to restrict the transfer, sale, and disposition of their ownership interests in the Company, to provide for the orderly transition of ownership upon certain trigger events, and to establish a fair method for valuing said interests (consistent with Delaware General Corporation Law §202 and the principles of IRS Revenue Ruling 59-60 regarding valuation of closely-held business interests);

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owners agree as follows.
2.
DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below:
  • "Agreement" means this Buy-Sell Agreement, including any amendments or supplements hereto.
  • "Company" means Pacific Ventures Group LLC, a Limited Liability Company (LLC) organized under the laws of California.
  • "Ownership Interest" means a member's or shareholder's percentage ownership in the Company, including all economic and governance rights associated therewith.
  • "Trigger Event" means any event specified in this Agreement that activates the buy-sell obligations of the parties, including but not limited to death, disability, retirement, voluntary withdrawal.
  • "Purchase Price" means the price to be paid for an Owner's Ownership Interest, as determined in accordance with the valuation provisions of this Agreement.
  • "Departing Owner" means the Owner whose Ownership Interest is subject to purchase upon the occurrence of a Trigger Event.
  • "Remaining Owner(s)" means the Owner(s) who are not the Departing Owner.
3.
OWNERSHIP STRUCTURE
The current ownership structure of the Company is as follows:

Robert Chen — 60% — Managing Member
Lisa Park — 40% — Member

The Owners collectively hold one hundred percent (100%) of the outstanding ownership interests in the Company. Each Owner represents and warrants that such Owner's interest is free and clear of all liens, encumbrances, and claims, and that such interest has been duly issued and is fully paid and nonassessable (per DGCL §152 for corporate entities, or the applicable state LLC act, e.g., Delaware LLC Act §18-502, for limited liability companies).
4.
TRIGGER EVENTS
Upon the occurrence of any of the following Trigger Events, the buy-sell obligations of this Agreement shall be activated:
  • Death: Upon the death of any Owner, the estate or legal representative of the deceased Owner shall be obligated to sell, and the Remaining Owner(s) shall be obligated to purchase, the deceased Owner's Ownership Interest.
  • Disability: If any Owner becomes permanently disabled as defined in this Agreement, the disabled Owner (or their legal representative) shall be obligated to sell their Ownership Interest.
  • Retirement: Upon the retirement of any Owner from active participation in the Company, such Owner shall offer their Ownership Interest for sale.
  • Voluntary Withdrawal: Any Owner who voluntarily withdraws from the Company or desires to sell their Ownership Interest shall first offer such interest to the Remaining Owner(s) in accordance with this Agreement.

Under this Cross-Purchase arrangement, the Remaining Owner(s) shall individually purchase the Departing Owner's interest in proportion to their respective ownership percentages, unless otherwise agreed in writing. The tax treatment of such purchases is governed by IRC §1001 (sale or exchange) and, where applicable, IRC §1014 (stepped-up basis on death).
5.
RIGHT OF FIRST REFUSAL
Prior to any voluntary transfer, sale, or disposition of an Ownership Interest to a third party, the Departing Owner ("Offering Owner") shall first deliver a written notice ("Offer Notice") to the Remaining Owner(s) and the Company, specifying the terms, conditions, and price of the proposed transfer.

The Remaining Owner(s) shall have thirty (30) days from receipt of the Offer Notice to exercise their right of first refusal and purchase the offered interest on the same terms and conditions. If multiple Remaining Owners wish to exercise this right, they shall purchase the offered interest in proportion to their respective ownership percentages.

If the Remaining Owner(s) do not exercise their right of first refusal within the thirty (30) day period, the Offering Owner may proceed with the proposed transfer to the third party, provided the transfer is completed within sixty (60) days on terms no more favorable to the third party than those set forth in the Offer Notice. This right of first refusal constitutes a reasonable restriction on transfer under DGCL §202(c)(1) (and analogous state-law provisions), and shall be noted on any certificate or instrument evidencing the Ownership Interest pursuant to DGCL §202(a).
6.
VALUATION METHOD
The Purchase Price for any Ownership Interest subject to purchase under this Agreement shall be determined as follows (in accordance with the fair market value factors set forth in IRS Revenue Ruling 59-60, and, for estate and gift tax purposes, IRC §§2031 and 2703):

Independent Appraisal: The value of the Company shall be determined by a qualified, independent business appraiser. The appraisal shall be conducted annually and shall reflect the fair market value of the Company as a going concern.

The appraiser shall be a qualified appraiser as defined in IRC §170(f)(11)(E) and Treasury Regulations thereunder, selected by mutual agreement of the Owners. The cost of the appraisal shall be borne by the Company.

The Purchase Price for a Departing Owner's interest shall be calculated by multiplying the appraised value by the Departing Owner's ownership percentage.
7.
PURCHASE PRICE DETERMINATION
The Purchase Price determined under the valuation provisions of this Agreement shall be final and binding upon all parties (and shall be treated as conclusive evidence of fair market value, to the extent this Agreement satisfies the three-pronged test of IRC §2703(b) — bona fide business arrangement, not a device to transfer wealth to family members for less than full consideration, and comparable to arm's-length arrangements), subject to the following:
  • The valuation date shall be the date of the Trigger Event, or the most recent valuation date if a current appraisal or fixed price exists.
  • Adjustments shall be made for any distributions, capital contributions, or material changes in financial condition occurring between the valuation date and the closing date.
  • If any party disputes the Purchase Price, the dispute shall be resolved in accordance with the dispute resolution provisions of this Agreement.
8.
FUNDING MECHANISM
Funding Mechanism: Life Insurance

The Owners shall procure and maintain term life insurance policies on the life of each Owner to fund the purchase obligation upon death. Proceeds received under such policies generally qualify for the income-tax exclusion under IRC §101(a), subject to the transfer-for-value rule of IRC §101(a)(2) and the employer-owned life insurance rules of IRC §101(j). Each policy shall have a face value of no less than 500,000.00 USD per Owner.

The insurance policies shall name the purchasing Owner(s) or the Company as beneficiary, depending on the agreement structure. Each Owner shall cooperate fully in the application and underwriting process, including submitting to medical examinations as required.

The policy owner shall pay all premiums and maintain the policy in force during the term of this Agreement. If any policy lapses or is cancelled, the policy owner shall promptly notify all other Owners in writing.

Security: The purchase obligation shall be secured by a promissory note executed by the purchasing party. Any promissory note issued hereunder shall constitute a negotiable instrument governed by UCC Article 3, and any pledge of Ownership Interest shall be perfected in accordance with UCC Article 9 (for LLC interests and certificated/uncertificated corporate securities under UCC Article 8).
9.
PAYMENT TERMS
Closing of any purchase and sale of Ownership Interests under this Agreement shall occur within sixty (60) days following the Trigger Event, or such other period as the parties may agree in writing. Transfer of certificated securities shall be effected in accordance with UCC §8-301, and transfer of uncertificated securities in accordance with UCC §8-301(b).

At closing, the Departing Owner (or their estate or legal representative) shall deliver to the purchasing party(ies): (a) all certificates or instruments evidencing the Ownership Interest being sold, duly endorsed for transfer; (b) all documents necessary to effectuate the transfer (including any consents required under DGCL §202 and the Company's governing documents); and (c) such other documents as may be reasonably requested.

The purchasing party(ies) shall deliver to the Departing Owner the Purchase Price or evidence of payment arrangements in accordance with the funding provisions of this Agreement.
10.
TRANSFER RESTRICTIONS
No owner may transfer, sell, pledge, or otherwise dispose of any ownership interest without the prior written approval of the Board of Managers/Directors.

These restrictions are imposed pursuant to DGCL §202 (or the analogous provisions of the applicable state corporate or LLC statute) and shall be noted conspicuously on any certificate, instrument, or ledger entry evidencing the Ownership Interest, as required to bind subsequent transferees with notice. Any purported transfer in violation of this Section shall be null and void ab initio.
11.
TAG-ALONG AND DRAG-ALONG RIGHTS
Tag-Along Rights: If any Owner receives and intends to accept a bona fide offer from a third party to purchase all or a portion of such Owner's Ownership Interest, the Remaining Owner(s) shall have the right (but not the obligation) to participate in such sale on the same terms and conditions, pro rata based on their respective ownership percentages.

Drag-Along Rights: If Owners holding a majority (more than 50%) of the total Ownership Interests approve a sale of the Company or all of its assets to a third party, the remaining Owner(s) shall be required to participate in such sale on the same terms and conditions.
12.
NON-COMPETE
Upon the sale or transfer of a Departing Owner's Ownership Interest pursuant to this Agreement, the Departing Owner agrees that for a period of 2 year(s) following the closing date, the Departing Owner shall not, directly or indirectly:
  • Own, manage, operate, control, or participate in any business that competes with the Company within the geographic area in which the Company conducts business;
  • Solicit or attempt to solicit any customer, client, or account of the Company;
  • Divert or attempt to divert any business opportunity from the Company.
The Departing Owner acknowledges that this non-compete provision is reasonable in scope, duration, and geographic area, and is necessary to protect the legitimate business interests of the Company and the Remaining Owner(s). The parties acknowledge that enforceability of post-closing non-competes varies by jurisdiction: California (Bus. and Prof. Code §16600), North Dakota (N.D.C.C. §9-08-06), Oklahoma (15 O.S. §219A), and Minnesota (Minn. Stat. §181.988) substantially restrict employee non-competes but generally permit reasonable covenants ancillary to the sale of a business interest (see, e.g., Cal. Bus. and Prof. Code §16601); the FTC's non-compete rule (16 C.F.R. Part 910) likewise contains a sale-of-business exception.
13.
NON-SOLICITATION
For a period of 2 year(s) following the closing of a buyout transaction under this Agreement, the Departing Owner shall not, directly or indirectly:
  • Solicit, recruit, hire, or attempt to hire any employee, officer, or independent contractor of the Company;
  • Encourage or induce any employee or contractor of the Company to leave the Company's employment or engagement;
  • Interfere with the Company's relationship with any of its employees, contractors, suppliers, or vendors.
14.
DISABILITY PROVISIONS
Definition of Disability: For purposes of this Agreement, an Owner shall be deemed "disabled" if such Owner is unable to perform the essential functions of their role within the Company for a continuous period of one hundred eighty (180) consecutive days.

Buyout Timing: Upon a determination of disability, the buy-sell obligations of this Agreement shall be activated six (6) months following the determination of disability.

The disabled Owner (or their legal representative) shall cooperate in the transition of management responsibilities and provide access to all Company records, accounts, and information necessary for the continued operation of the business. Any medical examination or records requested hereunder shall be handled in compliance with the Americans with Disabilities Act (42 U.S.C. §12101 et seq.) and HIPAA privacy standards (45 C.F.R. Parts 160 and 164).
15.
DISPUTE RESOLUTION
Any dispute, controversy, or claim arising out of or relating to this Agreement, including the interpretation, breach, or validity thereof, shall be resolved by mediation, followed by binding arbitration if mediation is unsuccessful.

The Parties agree to first attempt to resolve any dispute through good-faith mediation conducted by a mutually agreed-upon mediator. If mediation is unsuccessful within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (AAA).

Any arbitration award rendered hereunder shall be enforceable under the Federal Arbitration Act, 9 U.S.C. §§1-16. The prevailing party in any dispute shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, to the extent permitted by applicable law.
16.
AMENDMENT
This Agreement may be amended or modified only by the unanimous written consent of all Owners. Any amendment shall be in writing and shall specify the provisions being amended and the effective date of such amendment.
17.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in the State of California, and the parties hereby consent to personal jurisdiction and venue therein. For any matters governed by federal securities law, this Agreement shall be construed consistently with the Securities Act of 1933, 15 U.S.C. §77a et seq., and the Securities Exchange Act of 1934, 15 U.S.C. §78a et seq.
18.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement among the Owners with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be valid unless made in writing and signed by the required parties as set forth herein.
19.
SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned Owners have executed this Buy-Sell Agreement as of the date first written above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
OWNER 1
Robert Chen
Managing Member
Robert Chen
Date: ____________________
OWNER 2
Lisa Park
Member
Lisa Park
Date: ____________________

What Is a Buy-Sell Agreement?

A buy-sell agreement is a legally binding contract used throughout the United States between co-owners of a business that establishes what happens to ownership interests when a triggering event occurs. These events typically include death, disability, retirement, or voluntary withdrawal of an owner. The agreement creates a predetermined framework that protects both the departing owner (or their estate) and the remaining owners by defining clear rules for ownership transitions.

Buy-sell agreements are used by LLCs, corporations, partnerships, and S-Corps across the United States. They serve as a form of business succession planning by ensuring that ownership transfers happen in an orderly manner, at a fair price, and without disrupting daily operations. Without a buy-sell agreement, the departure of an owner can lead to disputes, forced liquidation, or unwanted outside involvement in the business.

A well-drafted American buy-sell agreement addresses three core questions: who can buy the departing owner's interest, how the business will be valued at the time of the transfer, and how the purchase will be funded. By answering these questions in advance, U.S. business owners can avoid costly litigation and ensure continuity for employees, customers, and remaining stakeholders.

What's Covered in This Template

Doxuno's buy-sell agreement template covers all essential provisions needed to create a comprehensive ownership transition plan. Each section is customizable to match your specific business structure and ownership arrangement.

Company Information

Owner Details

Agreement Type

Trigger Events

Valuation Method

Funding Mechanism

Right of First Refusal

Appraisal Frequency

Transfer Restrictions

Non-Compete Clause

Disability Provisions

Governing Law

How to Create a Buy-Sell Agreement

Creating a buy-sell agreement requires careful consideration of your business structure, ownership arrangement, and financial resources. Our template walks you through each decision point with clear options and helpful explanations. Follow these steps to build a comprehensive agreement.

  1. 1

    Enter Company Information

    Provide the legal name of your business, entity type (LLC, Corporation, Partnership, or S-Corp), state of formation, principal address, and date of the agreement. This information identifies the business entity covered by the buy-sell agreement and determines which state laws apply.

  2. 2

    Add Owner Details and Ownership Percentages

    Enter each owner's full legal name, ownership percentage, title or role within the company, mailing address, and email. Accurate ownership percentages are critical because they determine the value of each owner's interest when a trigger event activates the buyout obligation.

  3. 3

    Select Agreement Type and Trigger Events

    Choose an agreement structure: Cross-Purchase (owners buy from each other), Entity Redemption (company buys back the interest), Hybrid, or Wait-and-See. Then select which events will trigger the buyout, including death, disability, retirement, voluntary withdrawal, involuntary termination, bankruptcy, or divorce.

  4. 4

    Define Valuation and Funding Methods

    Choose how the business will be valued at the time of a trigger event: fixed price, formula, independent appraisal, book value, or multiple of earnings. Then select the funding mechanism for the buyout, such as life insurance, installment payments, cash reserves, or a combination of these methods.

  5. 5

    Set Transfer Restrictions and Governing Law

    Configure restrictions on ownership transfers, including right of first refusal and non-compete provisions. Specify the governing state law and dispute resolution method (mediation, arbitration, or litigation). Review the completed agreement, then download the PDF for all parties to sign.

Legal Considerations for US Buy-Sell Agreements

Buy-sell agreements are among the most important documents for multi-owner businesses. They function as business prenuptial agreements, establishing clear rules before disputes arise. Understanding the legal and tax implications of different agreement types helps you make informed decisions that protect all parties involved.

This template is provided for informational purposes and does not constitute legal advice. Buy-sell agreements involve complex legal and tax considerations. Consult a licensed attorney and tax advisor in your jurisdiction before finalizing your agreement.

Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard buy-sell agreement scenarios.

Agreement Type Affects Tax Treatment

The choice between Cross-Purchase and Entity Redemption has significant U.S. tax implications. In a Cross-Purchase agreement, the purchasing owners receive a step-up in tax basis for the acquired interest, which can reduce future capital gains taxes under American law. In an Entity Redemption, the company uses its funds to buy back the interest, which may simplify administration but does not provide the same tax basis advantages. Consult a U.S. CPA to determine which structure is most tax-efficient for your specific situation.

Valuation Must Be Defensible

The U.S. IRS may scrutinize the valuation used in a buy-sell agreement, especially when the transaction involves related parties or when the purchase price is significantly different from fair market value. Using an independent appraiser and establishing a regular valuation schedule helps ensure the agreed-upon price withstands IRS review under American tax rules. The valuation method should be reasonable, consistently applied, and documented in writing.

Insurance Funding Requires Proper Ownership

When life insurance is used to fund a buy-sell agreement, the ownership and beneficiary designations must align with the agreement type. In a Cross-Purchase arrangement, each owner typically owns policies on the other owners. In an Entity Redemption, the company owns and is beneficiary of policies on each owner. Mismatched ownership can create unintended tax consequences and may prevent the insurance proceeds from being available when needed.

Frequently Asked Questions

Protect Your Business Ownership Today

Create a professional U.S. buy-sell agreement in minutes. Define trigger events, valuation methods, and funding mechanisms to ensure smooth ownership transitions for your American business.

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