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Buy-Sell Agreement (Equity)

A buy-sell agreement (equity) is a contract among a company's owners that establishes what happens to an owner's shares upon a triggering event such as death, disability, or a desired sale, including how the shares will be valued and who has the right to purchase them. Use this when co-owners of a company want a signed agreement in advance governing what happens to a shareholder's equity if they die, become disabled, or want to sell — including a right of first refusal for the remaining owner and an agreed way to value the shares. This is a starting draft only, not tax or legal advice; buy-sell arrangements interact with estate planning, insurance funding, and securities law in ways that vary by jurisdiction, so have a lawyer and accountant review the final terms before signing.

What's included

A ready-to-use buy-sell agreement (equity) covering triggering events, such as death, disability, voluntary exit, or termination, right of first refusal for remaining owners or the company, valuation method for the shares, with signature fields already placed for Shareholder A and Shareholder B. Fill in the bracketed details (like [Company Name] or [Date]) using Docracy's built-in text editor, then send it out for signature.

This is a general template for informational purposes only and does not constitute legal advice. Consult a qualified attorney to review it for your specific situation and jurisdiction before use.

Key clauses

  • Triggering events, such as death, disability, voluntary exit, or termination
  • Right of first refusal for remaining owners or the company
  • Valuation method for the shares
  • Payment terms and funding, such as installments or insurance proceeds
  • Restrictions on transfers to outside parties
  • Dispute resolution procedure

What you'll fill in

[Company Name][Shareholder 1 Name][Shareholder 2 Name][Number of Shares][Valuation Method][Purchase Price or Formula][Triggering Event][Payment Terms][Effective Date]

Legal summary

Signing this agreement obligates the parties to follow an agreed process for buying and selling an owner's equity when a triggering event occurs, instead of negotiating terms from scratch under pressure. It gives remaining owners, or the company itself, the right to purchase a departing owner's shares at a pre-agreed valuation and sets the payment terms for that purchase.

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FAQ

Is this Buy-Sell Agreement (Equity) legally binding?

Signing through Docracy uses a simple electronic signature (SES), which is legally recognized for everyday business agreements under laws like the U.S. ESIGN Act and the EU's eIDAS regulation. This is a general template, not legal advice — for high-stakes or regulated agreements, have a qualified attorney review it for your situation.

Who needs to sign this Buy-Sell Agreement (Equity)?

This template includes signature fields for Shareholder A and Shareholder B — already placed — plus 9 placeholder fields to fill in before you send it.

Can I edit this Buy-Sell Agreement (Equity) before sending it?

Yes — Docracy's editor lets you edit the text, add or remove signature fields, redact sections, and reorder pages before you send it.

Do I need an account to send this Buy-Sell Agreement (Equity)?

No — it's free for up to 2 signers with no account required. Create a free account only if you want to save it to a dashboard or reuse it later.

Try it with an AI assistant

Paste one of these into ChatGPT, Claude, or your assistant of choice:

“Explain the difference between a cross-purchase and an entity-purchase buy-sell structure.”

“Help me fill out a Buy-Sell Agreement for two co-founders with equal equity.”

“What valuation methods are commonly used in a Buy-Sell Agreement, and which fits a small private company?”

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✓ Designed for ESIGN, UETA & eIDAS
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