A Cross Purchase Buy Sell Agreement is a fundamental legal document used in Canadian business contexts where multiple owners wish to establish clear protocols for ownership transitions. This agreement becomes essential when business partners want to ensure controlled ownership succession, prevent unwanted third-party acquisitions, and maintain business continuity. It typically includes provisions for various triggering events such as death, disability, retirement, or voluntary departure, alongside detailed mechanisms for share valuation, purchase procedures, and funding arrangements (often through life insurance). The agreement must comply with both federal Canadian legislation and relevant provincial laws, particularly regarding corporate governance, securities transfers, and tax implications. It's especially crucial for closely-held businesses, family enterprises, and professional practices where maintaining control over ownership is paramount.
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1. Parties: Identification of all shareholders/owners entering into the agreement
2. Background: Context of the business, existing ownership structure, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including triggering events, fair market value, and other critical concepts
4. Purchase Obligation: Core obligations of remaining owners to purchase and departing owner's obligation to sell
5. Triggering Events: Specific events that activate the buy-sell provisions (death, disability, retirement, voluntary departure)
6. Purchase Price: Methodology for determining the purchase price of shares/interest
7. Payment Terms: Structure and timing of payments for purchased shares/interests
8. Life Insurance Provisions: Requirements for life insurance policies, ownership, and use of proceeds
9. Transfer Restrictions: Limitations on transfer of shares/interests outside the agreement
10. Rights of First Refusal: Process for handling third-party offers
11. Representations and Warranties: Standard declarations by all parties regarding authority, ownership, etc.
12. General Provisions: Standard clauses including governing law, notices, amendments, etc.
1. Disability Insurance Provisions: Include when disability insurance is used to fund buyouts in case of disability
2. Family Transfer Exceptions: Include when allowing certain transfers to family members outside standard triggering events
3. Drag-Along Rights: Include for larger organizations when majority owners need to force minority owners to join in a sale
4. Tag-Along Rights: Include to protect minority owners by allowing them to join in sales by majority owners
5. Non-Competition Provisions: Include when restricting departing owners from competing
6. Dispute Resolution: Include detailed alternative dispute resolution procedures when desired
7. Key Person Provisions: Include when certain individuals are crucial to business operations
8. Partial Transfer Provisions: Include when allowing partial transfers of interests
1. Schedule A - Current Ownership: Details of current ownership percentages and share classes
2. Schedule B - Valuation Method: Detailed methodology for business valuation
3. Schedule C - Insurance Policies: List of life insurance policies, ownership, and beneficiary details
4. Schedule D - Purchase Price Calculation: Specific formula or method for calculating purchase price
5. Schedule E - Shareholders' Contact Information: Current contact details for all parties
6. Appendix 1 - Sample Valuation: Example calculation using the agreed valuation method
7. Appendix 2 - Transfer Notice Form: Standard form for initiating transfer processes
8. Appendix 3 - Spousal Consent Forms: Required spousal consents if applicable under provincial law
Authors
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Manufacturing
Retail
Technology
Healthcare
Construction
Agriculture
Real Estate
Financial Services
Consulting
Family Businesses
Small and Medium Enterprises
Relevant Teams
Legal
Finance
Executive Leadership
Corporate Governance
Tax
Risk Management
Business Development
Compliance
Corporate Strategy
Relevant Roles
CEO
Business Owner
Managing Partner
Company Director
Chief Financial Officer
Corporate Counsel
Managing Director
Board Member
Founder
Executive Director
General Counsel
Tax Director
Estate Planning Attorney
Insurance Advisor
Business Succession Planner
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