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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Shareholder Buyout Agreement (or Member Buyout Agreement for LLCs) is the contract by which one or more shareholders/members purchase another's ownership interest in a company, removing the departing owner from the business. Often triggered by a deadlock, death, disability, retirement, or dispute — the 'business divorce.' Critical provisions include the purchase price and how it was determined (agreed value, formula, or appraisal), whether the buyout is funded by the company (entity redemption) or by the remaining owners, payment structure (lump sum vs. installments), non-compete covenant on the departing owner, and representations about the departing owner's equity being free and clear. Fill out this free shareholder / member buyout agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Buyout Terms.
This Buyout Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ (the "Buyer"), and ______________, located at ______________ (the "Seller"), with respect to the business known as ______________ (the "Company").
Seller agrees to sell, assign, transfer, and convey to Buyer, and Buyer agrees to purchase and acquire from Seller, all of Seller's right, title, and interest in and to the following: ______________ (the "Sold Interest"). Upon completion, Seller shall have no further ownership interest, economic interest, or rights in the Company.
The total purchase price for the Sold Interest is $0.00 (the "Purchase Price"), which was determined by: ______________. The Parties agree that the Purchase Price represents the fair market value of the Sold Interest as of the Effective Date.
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At closing, Seller shall deliver to Buyer: (a) executed stock certificates, membership interest certificates, or transfer instruments conveying the Sold Interest; (b) a written resignation from all officer, director, manager, and employee positions held with the Company; (c) a release of all claims against the Company and the remaining owners; and (d) all Company property, including keys, devices, and access credentials. Buyer shall deliver the cash portion of the Purchase Price.
Seller represents and warrants that: (a) Seller has the full right to sell the Sold Interest; (b) the Sold Interest is free of all liens, pledges, and encumbrances; (c) Seller has no pending claims against the Company or the Buyer; (d) Seller has been paid all compensation, distributions, and benefits owed through the Effective Date; and (e) Seller is not aware of any undisclosed liabilities of the Company.
For a period of 3 years following the Effective Date, Seller shall not: (a) directly or indirectly own, operate, or consult for any business that competes with the Company in the same geographic market; (b) solicit any customer or client of the Company; or (c) solicit or hire any employee or contractor of the Company. Seller acknowledges that a portion of the Purchase Price is allocated to this covenant.
The Parties mutually release each other from all claims, demands, and causes of action arising from their relationship as co-owners, except for obligations expressly set forth in this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.