Name of Corporation
Street Address City State of Select State Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware DC Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming US Virgin Islands Guam Puerto Rico New Brunswick Newfoundland Alberta Nova Scotia Quebec Saskatchewan Ontario Manitoba Zip Code
Checkbox Shareholders may transfer Shares to family members without "triggering" the right of first refusal which is otherwise applicable to voluntary transfers [ but if there is a buy-out of Shares of a Shareholder, the family members also must sell their Shares]
if a Shareholder wishes to sell Shares, ALL of his Shares must be offered (under the right of first refusal)
if Shares are offered, ALL of the offered Shares (not just some of them) must be purchased [ and if all Shares are not purchased, the Corporation must be liquidated, rather than merely permitting the Shares to be sold to third parties]
the Agreement is to prohibit voluntary transfers before a specific date - date:
When a Shareholder dies: his Shares will be purchased AND life insurance to pay for the Shares is to be maintained his Shares will be purchased (but no insurance is required) Agreement is to be silent
If a Shareholder becomes totally disabled: his Shares will be purchased AND disability insurance to pay for the Shares is to be maintained his Shares will be purchased (but no insurance is required) Agreement is to be silent
Is the Agreement to provide for: "stock redemption" (Corporation has the first election to purchase the Shares) "cross-purchase" (other Shareholders have the first election)
Shares are to be sold if a Shareholder retires from employment by the Corporation is terminated FOR CAUSE such sale is to be required, rather than being merely an option to purchase
Shareholders are to covenant not to compete with the Corporation after cessation of employment For how many years: Area or restriction:
if Shares are to be purchased, purchaser may pay in installments evidenced by a Note (rather than all cash) How many monthly installments: Any minimum amount for each installment: $ Rate of interest: % Percent of price as cash down payment: %
The purchase price of each Share is to be based on:
book value
fair value based on the assets and liabilities of the Corporation, to be stipulated annually or determined by appraisal ( good will is to be taken into account, whether or not carried on the books)
stipulate present value of each Share: $
stipulate minimum future value of each Share: $
disputes are to be resolved by arbitration - city:
the Corporation is NOT to issue new stock unless it is subject to the Agreement
there are Shareholders who are NOT going to execute the Agreement
Name of Shareholder #1:
Street Address:
City , State ZIP: Phone Number
male female - Signing spouse:
corporation partnership LLC - Principal:
Name of Shareholder #2:
Name of Shareholder #3:
Name of Shareholder #4:
Name of Shareholder #5:
Name of Shareholder #6:
Name of Shareholder #7:
Name of Shareholder #9:
corporation partnership LLC - Principal: (upload any additional Shareholders on a separate sheet)
prepare acknowledgments to the Agreement
the Corporation is to sign the Agreement [ prepare Minutes of Board of Directors Meeting authorizing execution]
the issuance of new stock is to be prohibited
new stock may be issue, but it first must be offered to the Shareholders in proportion to their interests
the Agreement is to recite who shall be the directors and officers
Name of Director #1:
Name of Director #2:
Name of Director #3:
Name of Director #4:
Name of Director #5:
Name of Director #6:
Name of Director #7:
Name of Director #8:
Name of Director #9:
[Identify any additional Directors on a separate sheet]
Vice President:
2nd Vice President:
3rd Vice President:
4th Vice President:
5th Vice President:
Assistant Secretary:
2nd Assistant Secretary:
3rd Assistant Secretary:
Assistant Treasurer:
2nd Assistant Treasurer:
3rd Assistant Treasurer:
if a Shareholder who is a director or officer sells his Shares (or ceases to be a principal of an entity which is a Shareholder) the Shareholder must resign as a director and officer
a Subchapter S election is to be filed
"major act" (e.g., large loans) are to require unanimous Board approval
the restrictions of the Agreement are to terminate on a specific date - Date: