LLC Buy Sell Agreement Questionnaire

Alert: Review the contents of this questionnaire to get a feel for the complexity and thoroughness of our Buy Sell Agreement.

Submit this questionnaire to hire LLC attorneys Richard Keyt and his son Richard C. Keyt to prepare a custom Buy Sell Agreement for an LLC. When you click on the submit button at the end of the questionnaire we will send an email message to the email address entered at the end of the questionnaire so you can review this questionnaire for accuracy.

Our fee to prepare a Buy Sell Agreement is:

$1,994 or
$1,294 after a $700 discount if we formed your LLC within the last 90 days or are preparing your Operating Agreement for an additional $797

The fee includes one hour of attorney time to answer questions and modify the Buy Sell Agreement so it does exactly what the members want.

If you can’t finish this questionnaire in one sitting go to the end of the questionnaire and click on the “Save and Continue Later” text. When you enter all the data and click on the “Submit Questionnaire” icon at the end of the questionnaire our system will send an email the email address you enter at the end of the questionnaire so that person can review the information for accuracy. If you want to change anything after you review the email message we send with the information in this questionnaire hit the reply button and tell us what you want to change.

If you have questions about this questionnaire or if you want our help completing this questionnaire call Richard Keyt (the father) at 480-664-7478 or Richard C. Keyt (the son) at 480-664-7472. It may be easier for you to give the information to one of the Keyts over the phone.

Questionnare Date(Required)

Company's Name(Required)

Enter the LLC's exact name.

In What State Was the LLC Formed?(Required)

Arizona

Nevada

Select Your Fee(Required)

$1,294 after a $700 discount because: (i) KEYTLaw formed the LLC or prepared its Operating Agreement within the last 90 days, or (ii) KEYTLaw is preparing the LLC’s Operating Agreement for an additional $797.

$1,994

Our normal fee for a Buy Sell Agreement is $1,994, but we give a $700 discount if we formed the LLC and/or prepared its Operating Agreement within the last 90 days.

Do You Want Members to Digitally Sign the Buy Sell Agreement?(Required)

Yes. I want you to configure the Buy Sell Agreement for the digital signature of all members for no additional fee.

No. I do not want you to configure the Buy Sell Agreement for the digital signature of all members.

An optional free service Included in the fee you will pay us is digital signatures of members on the Buy Sell Agreement. If you want us to send an email to all members asking them to digitally sign your LLC's Buy Sell Agreement select the Yes option.

DocuSign(Required)

DocuSign will send an email message to to all members that contains a pdf copy of the LLC's Buy Sell Agreement. Each member can review the Buy Sell Agreement and digitally sign it with a mouse or finger on a smart phone or tablet. When all members have signed the Buy Sell Agreement DocuSign will send each member a fully signed Buy Sell Agreement. Members should save the signed Operating Agreement for future reference. Note: All members agree to allow the Buy Sell Agreement to be saved online by DocuSign, sent to members as an attachment to an email message and digitally signed by the members. See Docusign's security information.

Information about the Limited Liability Company

What is the Effective Date of the Operating Agreement?(Required)

Is the LLC Member Managed or Manager Managed?(Required)

Member Managed

Manager Managed

Name(s) and Address(es) of All Managers(Required)

Manager's Name

Manager's Address

Company's Mailing Address(Required)

Street Address Address Line 2 City State ZIP Code

How Many Owners/Members Will the LLC Have?(Required)

Two

Three

Four

Select the total number of LLC members (owners).

One Member: (1) A husband & wife who will own their interest in the LLC as community property or as joint tenants, or (2) a married person will own his or her interest in the LLC as separate property and the other spouse will not have any ownership of the LLC.

Two Members: A husband and wife will own their interests in the LLC as separate property. Complete Information about the Member for each spouse.

Information about the First Member

1st Member is a:(Required)

Person

Trust currently in existence

LLC

Corporation

Partnership

1st Member's Ownership Percentage(Required)

Enter the percentage of the LLC owned by this member. The total percentage owned by all members must equal 100%.

Name of the Existing Trust(Required)

What is the name of your existing trust? The name should be stated near the beginning of the trust agreement.

1st Member's Name(Required)

1st Member's Marital Status(Required)

Married

Single

1st Member's Spouse(Required)

How will 1st Member Own His/Her Membership in the LLC?(Required)

Community Property

Separate Property

Joint Tenancy with Right of Survivorship

If the spouses own as community property then if one spouse dies the other spouse automatically becomes the sole owner of the membership interest without the need for a probate and there may be an income tax advantage. Community property ownership means that if the spouses divorce each spouse is entitled to one half the value of their joint ownership interest in the LLC.

Arizona law provides that if a spouse who is an Arizona resident acquires property during marriage the property is automatically community property unless the property was acquired as a gift or from an inheritance unless the non-owner spouse signs a disclaimer. When a spouse owns the LLC as separate property and the spouse dies, the interest does not pass automatically to the deceased spouse's heirs and an expensive and time consuming probate will be necessary to transfer the interest to the heirs.

Date of the 1st Member's Trust Agreement

Insert the date of this member's existing trust agreement.

Names of Trustee(s) of the Member's Trust(Required)

Name of the trustee(s) as set forth in the Trust Agreement.

1st Member's Formation State

In what state was the entity formed?

Name and Title 1st Member's Signer?(Required)

This member must sign the Buy Sell Agreement. Who will sign for the entity and what is the signer's title? For example: Homer Simpson, Member (if the entity is a member managed LLC); Homer Simpson, Manager (if the entity is a manager managed LLC), Homer Simpson, President (if the entity is a corporation) & Homer Simpson, General Partner (if the entity is a limited partnership).

1st Member's Address Same as LLC's Address?(Required)

Yes. This member's address is the same as the LLC's known place of business.

No. This member's address is different from the LLC's known place of business address.

Is the address of this member the same as the LLC's place of business address in Arizona entered above?

1st Member's Address(Required)

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

1st Member's Phone Number(Required)

1st Member's Email Address(Required)

Enter Email Confirm Email

1st Member's Spouse's Email Address(Required)

Enter Email Confirm Email

Because you said you want us to prepare the Buy Sell Agreement for digital signatures of the members and this member is married, we need the spouse's email address to email the Buy Sell Agreement to this member's spouse.

Note: If you don't know the email address enter [email protected] and send the email address to [email protected] when you get it.

Information about the Second Member

2nd Member is a:

Person

Trust currently in existence

LLC

Corporation

Partnership

2nd Member's Ownership Percentage(Required)

Enter the percentage of the LLC owned by this member. The total percentage owned by all members must equal 100%.

Name of 2nd Member's Existing Trust

What is the name of your existing trust? The name must be the legal name of the trust. The name should be stated near the beginning of the trust agreement.

2nd Member's Name(Required)

2nd Member's Marital Status(Required)

Married

Single

2nd Member's Spouse(Required)

How will 2nd Member Own His/Her Membership in the LLC?(Required)

Community Property

Separate Property

Joint Tenancy with Right of Survivorship

Date of the 2nd Member's Trust Agreement

Insert the date of this member's existing trust agreement or today's date if we are being hired to create a Confidential Trust.

Names of Trustee(s) of the 2nd Member's Trust(Required)

Name of the trustee(s) as set forth in the Trust Agreement.

2nd Member's Formation State(Required)

In what state was the entity formed?

Name and Title of 2nd Member's Signer?(Required)

2nd Member's Address Same as LLC's Address?(Required)

Yes. This member's address is the same as the LLC's known place of business.

No. This member's address is different from the LLC's known place of business address.

Is the address of this member the same as the LLC's place of business address in Arizona entered above?

2nd Member's Address(Required)

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

2nd Member's Phone Number

2nd Member's Email Address

Enter Email Confirm Email

2nd Member's Spouse's Email Address(Required)

Enter Email Confirm Email

Note: If you don't know the email address enter [email protected] and send the email address to [email protected] when you get it.

Information about the Third Member

3rd Member is a:

Person

Trust currently in existence

LLC

Corporation

Partnership

3rd Member's Ownership Percentage(Required)

Enter the percentage of the LLC owned by this member. The total percentage owned by all members must equal 100%.

Name of 3rd Member's Existing Trust(Required)

What is the name of your existing trust? The name must be the legal name of the trust. The name should be stated near the beginning of the trust agreement.

3rd Member's Name(Required)

3rd Member's Marital Status(Required)

Married

Single

3rd Member's Spouse

How will 3rd Member Own His/Her Membership in the LLC?(Required)

Community Property

Separate Property

Joint Tenancy with Right of Survivorship

Date of the 3rd Member's Trust Agreement

Insert the date of this member's existing trust agreement.

Names of Trustee(s) of the 3rd Member's Trust(Required)

Name of the trustee(s) as set forth in the Trust Agreement.

3rd Member's Formation State(Required)

In what state was the entity formed?

Name and Title of 3rd Member's Signer?(Required)

3rd Member's Address Same as LLC's Address?(Required)

Yes. This member's address is the same as the LLC's known place of business.

No. This member's address is different from the LLC's known place of business address.

Is the address of this member the same as the LLC's place of business address in Arizona entered above?

3rd Member's Address(Required)

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

3rd Member's Phone Number(Required)

3rd Member's Email Address(Required)

Enter Email Confirm Email

3rd Member's Spouse's Email Address(Required)

Enter Email Confirm Email

Note: If you don't know the email address enter [email protected] and send the email address to [email protected] when you get it.

Information about the Fourth Member

4th Member is a:

Person

Trust currently in existence

LLC

Corporation

Partnership

4th Member's Ownership Percentage(Required)

Enter the percentage of the LLC owned by this member. The total percentage owned by all members must equal 100%.

Name of 4th Member's Existing Trust(Required)

What is the name of your existing trust? The name must be the legal name of the trust. The name should be stated near the beginning of the trust agreement.

4th Member's Name(Required)

4th Member's Marital Status(Required)

Married

Single

4th Member's Spouse

How will 4th Member Own His/Her Membership in the LLC?(Required)

Community Property

Separate Property

Joint Tenancy with Right of Survivorship

Date of the 4th Member's Trust Agreement

Insert the date of this member's existing trust agreement.

Names of Trustee(s) of the 4th Member's Trust(Required)

Name of the trustee(s) as set forth in the Trust Agreement.

4th Member's Formation State(Required)

In what state was the entity formed?

Name and Title of 4th Member's Signer?(Required)

4th Member's Address Same as LLC's Address?(Required)

Yes. This member's address is the same as the LLC's known place of business.

No. This member's address is different from the LLC's known place of business address.

Is the address of this member the same as the LLC's place of business address in Arizona entered above?

4th Member's Address(Required)

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

4th Member's Phone Number(Required)

4th Member's Email Address(Required)

Enter Email Confirm Email

4th Member's Spouse's Email Address(Required)

Enter Email Confirm Email

Note: If you don't know the email address enter [email protected].

Management Type

Is the Company Member Managed or Manager Managed?(Required)

The company is member managed

The company is manager managed

The company's Articles of Organization states the company is member managed or manager managed.

Name & Address of All Managers(Required)

Manager's Name

Manager's Address

Enter the name(s) of all of the manager(s) and their addresses. Click the + symbol at the right of a line to add another line.

Buy Sell Agreement Information

1. What is the Effective Date of the Buy Sell Agreement?(Required)

2. Do You Want the Buy Sell Agreement to Contain Language that Gives the LLC an Option to Buy or Requires the LLC to Buy the Interest of a Deceased Key Person?(Required)

Yes

Definition of Key Person(Required)

A "key person" is a person whose death triggers a buy out option or a requirement to buy a membership interest in the LLC. A key person could be: (i) one spouse of a married couple, (ii) both spouses, (iii) the owner of a company that is a member, or (iv) the trustee or beneficiary of a trust that is a member. Only the death of a key person triggers an option to buy or requires a purchase of a membership interest.

2.a Name(s) of Every Key Person Whose Death Triggers an Option to Purchase or Requires a Purchase(Required)

Enter the legal name of every Key Person. Put a comma between names and the word "and" before the last name. If both spouses are key persons enter each spouse's name. If only one spouse is a key person do not enter the name of spouse that is not a key person. If a key person is the owner of a company that is a member or the trustee of a trust that is a member enter that person's legal name.

Note: If a person is not named here as a key person and that person dies it does not give the company an option to buy or require the company or other members to buy the membership interest of the deceased member or the entity or trust associated with the key person. For example, if the company had a member that is an LLC called Best, LLC, and Homer Simpson is the sole member of Best, LLC, and if Homer's death should give the company an option to buy Best's membership interest or require the company to buy Best's membership interest then Homer Simpson must be named above as a key person.

2.b If a Key Person Dies What Happens?(Required)

Company & Other Members Have an Option to Purchase. If ANY key person dies the company first and the other members second will have an option to buy: (i) the membership interest of the deceased key person who owned a membership interest and the deceased key person's spouse if the deceased key person was married, or (ii) the membership interest of the key person's company or trust.

Company & Other Members Must Purchase. If ANY key person dies the company first and the other members second will be obligated to buy: (i) the membership interest of the deceased key person who owned a membership interest and the deceased key person's spouse if the deceased key person was married, or (ii) the membership interest of the key person's company or trust.

Adverse Acts that Can Trigger a Buy Out

Tell us which acts committed by a member would give the company an option to buy the membership interest of the member that engages in an adverse act.

3. If a Member fails to make a Required Payment of Money or Property to the Company Under the Operating Agreement as a Capital Contribution is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

4. If a Member Defaults Under the Operating Agreement or the Buy Sell Agreement is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

5. If a Member Defaults under any Agreement with the Company other than the Operating Agreement or the Buy Sell Agreement is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

6. If a Member Transfers or Encumbers the Member's Membership Interest Without Approval per the Operating Agreement is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

7. If a Married Member is Divorced & Wrong Spouse Owns Membership Interest is that a Triggering Event?(Required)

Yes

Homer and Marge own part of the company. Mary owns the other part. Mary and Marge are close friends. Only Mary and Marge have been actively involved in the company's business. If Homer and Marge were to divorce and Homer acquired sole ownership of any part of the company neither Marge nor Mary would be happy. They would be forced to operate their business without Homer's involvement and Homer would get his share of the profits.

The solution is to give the company an option to buy the membership interest of a "wrong" ex-spouse who ends up owning any membership interest after a divorce. Do you want the company to be able to buy the membership interest from the wrong spouse who ends up with a membership interest in the company after a divorce?

7.a. Name All Married Members Who Must Acquire all of their Membership Interests After a Divorce(Required)

If a married couple owns their share of the company jointly and they get divorced and you want the company to have the option to buy any membership interest acquired by the "wrong" ex-spouse insert the name(s) of all spouse(s) who you want to get 100% of a membership interest that is owned jointly with his or her spouse if the spouses were to divorce.

8. If a Member Who Is Employed by the Company Full Time Ceases to be Employed Is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

9. If a Member Becomes Permanently Disabled for More than One Year Is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

10. If a Member Becomes Mentally Incompetent is that a Triggering Event that can Cause a Buy Out?

Yes

11. If a Member Is Convicted of a Felony Is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

12. If a Member Loses His or Her Professional License is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

12.a. What is the License the Lose of Which Is a Triggering Event?(Required)

12.b. What is the License the Loss of Which Triggers a Buy Out?(Required)

13. If a Member Fails to Participate in Three Consecutive Meetings of All Members is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

14. If a Member Employed by the Company Reaches Retirement Age & Notifies the Other Member He/She Wants to Retire is that a Triggering Event that Causes a Mandatory Buy Out?(Required)

Yes

14.a. What is the Retirement Age?(Required)

Please enter a number from 40 to 100.

15. If a Member Is In Bankruptcy Is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

16. If a Member Causes a False Document to be Filed with the Arizona Corporation Commission is that a Triggering Event that Can Cause a Buy Out?

Yes

17. If a Member Owes Money to the Company and Defaults on the Loan Is that a Triggering Event that Can Cause a Buy Out?

Yes

18. If a Member Causes a Signer to Be Added or Removed on the Company's Bank Account Without the Approval of the Members per the Operating Agreement Is that a Triggering Event that Can Cause a Buy Out?

Yes

19. If a Member Becomes Subject to a Judgment & the Member's Creditor Serves a Charging Order on the Company Is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

A charging order is a court order that when served on the company requires the company to pay to the debtor member's creditor all distributions of money and property that would otherwise be made to the debtor member.

20. If instead of Following the Dispute Resolution Provisions in the Operating Agreement or the Buy Sell Agreement a Member Files a Lawsuit Arising from or Related to the Company's Operating Agreement or the Buy Sell Agreement is that a Triggering Event that Can Cause a Buy Out?(Required)

Yes

The Buy Sell Agreement and the Operating Agreement (if prepared by Richard Keyt) contain dispute resolution procedures that include mediation and arbitration. If a Member refuses to follow these alternative dispute resolution provisions and files a lawsuit should the filling of the lawsuit be a triggering event?

21. Do You Want to Add Additional Adverse Acts that Would Give the LLC an Option to Buy a Member's Membership Interest?(Required)

Yes

21.a. List all Additional Adverse Acts(Required)

Click on the + symbol on the right end of a line to add an additional line for another adverse act.

Valuation Issues

22. How do You Want the Value of a Membership Interest that Is Being Sold be Determined?(Required)

We want the value of a Membership Interest that is sold under the Buy Sell Agreement to be determined by an appraisal done by a qualified appraiser. Note: This is what Richard Keyt recommends.

We want the value of a Membership Interest that is sold under the Buy Sell Agreement to be determined by a method other than by an appraisal. Note: Richard Keyt recommends that value be determined by an appraisal done by a qualified appraiser.

22.a. Describe in Detail the Method to be Used to Value the Membership Interest Being Sold(Required)

22.a. Which Statement Applies to Your Company?(Required)

We do not want an appraisal at this time, but will hire a qualified appraiser when an appraisal is needed under the Buy Sell Agreement. Newly formed companies with little value do not need a current appraisal. However, if your company has substantial value Richard Keyt urges and recommends the members purchase a current appraisal so they will know the company's and their membership interests' current value. This important process allows all the members to agree on the factors to be used in the valuation and feel comfortable that the value is accurate.

We want a qualified appraiser to appraise the current value of the Company now and attach the appraisal as a exhibit to the Buy Sell Agreement. We also want the qualified appraiser to update the appraisal every two years. Note: Richard Keyt recommends this for all companies that have substantial value.

22.b. Who Will be the Qualified Appraiser Who Will Prepare Appraisals Needed under the Buy Sell Agreement?(Required)

Your Buy Sell Agreement will name the following appraisers in the order listed to be the company's qualified appraiser who would prepare an appraisal when necessary. You can change the order or add or remove appraisers by entering the changes below in the Additional Information field or by sending an email message to Richard Keyt at [email protected].

1st Choice: Chris Mercer Chris is the founder and CEO of Mercer Capital, a national business valuation and financial advisory firm. Chris' phone number is 901-685-2120, and his email address is [email protected]. He's been a business valuation professional for 35+ years providing valuation and corporate advisory services for litigation, transaction, and tax-related purposes. Chris is accredited in Business Appraisal Review (The Institute of Business Appraisers), an Accredited Senior Appraiser, Fellow (The American Society of Appraisers) and a Chartered Financial Analyst (The CFA Institute). Chris is the author of a great book called "Buy-Sell Agreements for Closely Held and Family Business Owners, which is a $15 ebook I recommend all members of your company purchase and read. See Chris' informative Buy Sell Agreement website

2nd Choice: Charles Wilhoite, CPA. Charles is a managing director with Willamette Management Associates. His phone number is 503-243-7500, and his address is 111 S.W. Fifth Avenue, Suite 2150, Portland, Oregon, 97204. Charles is a certified public accountant (CPA), accredited in business valuation (ABV) and certified in financial forensics (CFF) by the AICPA; a certified management accountant (CMA) and certified in financial management (CFM) by the Institute of Management Accountants; an accredited senior appraiser (ASA) in business valuation as designated by the American Society of Appraisers; a certified valuation analyst (CVA) as designated by the National Association of Valuators and Analysts; a certified business appraiser (CBA) as designated by the Institute of Business Appraisers; and a certified fraud examiner (CFE) as designated by the Association of Fraud Examiners.

3rd Choice: Michael Metzler, CPA. Mike is a Certified Public Accountant with Henry & Horne, LLP. Mike's phone number is 480-624-2925, and his email address is [email protected]. He is accredited in business valuation (ABV), a certified management accountant (CMA), an accredited senior appraiser (ASA). He is a member of the Arizona Society of CPAs, American Institute of CPAs, American Society of Appraisers, Institute of Management Accounting and Association of Certified Fraud Examiners.

22.c. When Doing an Appraisal Which Statement Applies to the Valuation?(Required)

The value of a Membership Interest being sold shall be the pro rata share of the value of the company determined without any discounts for lack of marketability or minority interest or increases for control or marketability. Example: Company's fair market value is $100,000 and the Membership Interest being sold is 10% then the value of the Membership Interest is $10,000 ($100,000 x .1).

The value of a Membership Interest being sold shall be determined after taking into account discounts for lack of marketability and minority interest or increases for control and marketability. Example: Company's fair market value is $100,000 and the Membership Interest being sold is 10% then the pro rata value is discounted / reduced by 30% because it is a minority interest and not marketable. The value of the Membership Interest would then be $7,000 ([$10,000 x .3] - $3,000].

22.d. If the Company is the Beneficiary of Life Insurance on a Person Should the Appraiser Include the Insurance Proceeds as an Asset of the Company in determining the Purchase Price when valuing the company?(Required)

Yes

Hidden

Hidden. When the Appraiser Is Doing an Appraisal Should the Appraiser Consider Strategic Control Value?(Required)

Yes. When valuing the Membership Interest the appraiser should consider whether the interest has or does not have strategic (synergistic) control.

No. When valuing the membership interest the appraiser should not consider whether the interest has or does not have strategic (synergistic) control.

Hidden

Hidden. When the Appraiser Is Doing an Appraisal Should the Appraiser Consider Financial Control?(Required)

Yes. When valuing the membership interest the appraiser should consider whether the interest has or does not have financial control.

No. When valuing the membership interest the appraiser should not consider whether the interest has or does not have financial control.

Hidden

Hidden. When the Appraiser Is Doing an Appraisal Should the Appraiser Increase the Interest if it is a Marketable Minority Interest?(Required)

Yes. When valuing the membership interest the appraiser should consider whether the interest is or is not a marketable minority interest and increase the value if the interest is marketable.

No. When valuing the membership interest the appraiser should not consider whether the interest is or is not a marketable minority interest.

Hidden

Hidden. When the Appraiser Is Doing an Appraisal Should the Appraiser Discount the Interest if it is a Non-Marketable Minority Interest?(Required)

Yes. When valuing the membership interest the appraiser should consider whether the interest is or is not a non-marketable minority interest and decrease the value if the interest is not marketable.

No. When valuing the membership interest the appraiser should not consider whether the interest is or is not a non-marketable minority interest.

23. When there is a Purchase Is all of the Purchase Price Due at the Closing of the Sale?(Required)

Yes

23.a. State the Percentage of the Purchase Price Due at the Closing of the Sale

23.b. How Many Months Does the Buyer Have to Pay on the Promissory Note?(Required)

24. Does Any Member Have Life Insurance on another Member?(Required)

Yes

24.a. Describe Insurance Policies(Required)

Insured

Owner of Policy

Amount

Insurance Co & Policy #

25. If Insurance is Used to Fund a Purchase & It is More than the Purchase Price What Happens to the Excess?(Required)

Excess to Seller. The purchase price for the membership interest of a deceased member shall be at least equal to the proceeds of the policy of insurance that must be maintained on the life of the deceased member.

Excess to Buyer. Any proceeds of the policy of insurance that must be maintained on the life of the deceased Member in excess of the purchase price for the membership interest of a deceased member shall be paid to and become the property of the beneficiary of the policy.

How to Learn About Using Life Insurance to Fund a Buy Out after a Death(Required)

Call Tom Maguire, CPA, CLU, ChFC, PFS, AEP at 602-808-5595 and get his input on how your company and its members can fund a buy out after a death with life insurance. He can explain your options and assist in purchasing life insurance. Email Tom at [email protected].

26. Do You Want a Clause that When Exercised Will Result in One Member Buying Out the Interest of another Member?

Yes

26.a. Do You Want a Shot Gun Buy Out in the Buy Sell Agreement?(Required)

Yes. I want a clause in the Buy Sell Agreement that when activated by a member will result in that member buying the membership interest of another member or selling the activating member's membership interest to the other member.

No.

This clause gives each member the option to start a procedure at any time that will result in one member buying the entire membership interest of another member. The member who starts the shot gun buy out notifies another member that the member started the buy out and the member names a price. The second member then decides to buy or sell at that price. Within sixty days one member will buy out the entire membership interest of the other member.

26.b. Do You Want a Clause in the Buy Sell Agreement Called a Coin Flip Buy Out Clause?(Required)

Yes. We want a clause in the Buy Sell Agreement that gives a member the option at any time to name another member as a party to a coin flip buy out. The parties will flip a coin to determine who will buy and who will sell. The price will be determined by an appraisal the cost of which will be paid one half by each party. The sale will close within sixty days of the date of the appraisal. The buyer will pay a minimum of 25% down and the balance over five years.

This is a clause that will insure that when two members cannot get along one of them can start a process that will result in one of the two members buying the entire membership interest of the other member. Without this type of clause members who disagree are stuck with each other for the life of the company.

27. Do You Want a Right of First Refusal Clause?(Required)

Yes

This clause requires a member who wants to sell all or a portion of the member's membership interest to give notice to the company and the other members of the proposed sale and its terms and conditions. The company has an option for thirty days and the other members have an option for an additional thirty days to buy offering member's membership interest on the same terms and conditions the offering member proposes to sell the member's membership interest.

28. Do You Want a Right of First Option Clause?(Required)

Yes

This clause gives a member the right to propose a sale of all or a portion of the member's membership interest to the company and other members and if they do not buy the offering member's membership interest on the same terms and conditions the member can sell the member's membership interest to a third party on the same terms and conditions that were rejected by the company and the other members. The company has an option to buy for thirty days after receiving notice and the other members have an option to buy for thirty days after the expiration of the company's option to buy.

29. Do You Want a Drag Along Sale of Membership Interests Clause?(Required)

Yes

This provision gives a majority member or members the right to force minority members to sell their membership interests to a buyer who will buy the membership interest of the majority member or members. The sale would be on the same terms and conditions as the sale of the membership interest of the majority member(s).

30. Do You Want a Tag Along Sale of Membership Interests Clause?(Required)

Yes

This provision gives a minority member or members the right to force majority members who are selling their membership interest to require that the buyer of the membership interest of the majority member(s) also buy the membership interest of the minority member(s). The sale would be on the same terms and conditions as the sale of the membership interest of the majority member(s).

31. Do You Want the Option to Fund a Buy Out on Death With Life Insurance?(Required)

Yes

This provision gives the members the option to buy life insurance on members to fund the buy out of a member on the member's death.

32. Do You Want a Non-Compete & Non-Solicitation of Customers Clause?(Required)

Yes

Miscellaneous Information

33. Who Does Richard Keyt Represent in Connection with the Preparation of the Buy Sell Agreement?(Required)

Richard Keyt and KEYTLaw, LLC, will represent only the company and not any member or manager.

Richard Keyt and KEYTLaw, LLC, will represent one of the members.

Arizona's rules of ethics for attorneys allow Richard Keyt to represent only one party to the Buy Sell Agreement.

33.a. Which Member Does Richard Keyt and KEYTLaw, LLC, Represent in Connection with the Preparation of the Buy Sell Agreement? If the Member is Married Richard Keyt and KEYTLaw, LLC, will represent the married couple.(Required)

34. Who Do We Contact if We Have Questions?(Required)

Contact's Name

Contact's Phone Number

Contact's Email Address

Enter the name, phone number and email address of the person we should contact if we have questions.

35. Additional Information

Yes

Do you need another field to enter information about additional members or capital contributions or any other information you want us to know? If you are forming more than one LLC and their information is the same, enter the name(S) of the other LLC(s) in the Additional Information field.

35.a. Additional Company or Member Information

In the field above type any additional information you want Richard Keyt to know about the members, managers or the to be formed LLC.

If the LLC will have more than four members enter the following information here for each member: name of member, percentage ownership, single or married person (spouse's name if married), entity type and state of formation and who signs for the entity and his or her title, address and phone number.

If any member(s) is/are required to make more than one payment of money to the LLC insert the name(s) of the member(s), amount(s) of the contribution(s) and due date(s) of each additional contribution.

Who Do We Email This Questionnaire to?

Email this Questionnaire to(Required)

Enter Email Confirm Email

What is the email address of the person to whom we will send this Questionnaire for review and approval?

How to Pay for Your Buy Sell Agreement

How to Pay $1,994 for Your Buy Sell Agreement(Required)

Go to our secure order page to pay for your Buy Sell Agreement with your major credit card. You may also give us your credit card information by calling our legal assistant at 480-664-7846.

How to Pay $1,294 for Your Custom Buy Sell Agreement(Required)

Go to our secure order page to pay for your Buy Sell Agreement with your major credit card. You may also give us your credit card information by calling our legal assistant at 480-664-7846.

End of Questionnaire

You are done. Click the Submit button below to send your Questionnaire to Arizona LLC attorney Richard Keyt and a copy to the LLC's contact person.