Close Corporation - Death of a shareholder

                                                                            (Business Succession Link)

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1. Readjustments must be made - following are the alternatives: 

 

Survivors

 

            Heirs

(1) May accept heirs in business: (1) Enter business with survivors:
    a) Inexperienced         a) Rarely desirable.
    b) If they don't actually  work, then       b) If so, then what salary can
        is there a history of dividends?           they command?
    c) Always a risk of heirs selling       c) Often no dividend history.
        out to someone else at any time.  
     
(2) May have to accept a stranger who (2) Sell stock to outsiders:         
      buys heir's stock.         a) Stock in a close corporation is not
               usually saleable.
     
(3) May sell to heirs:   (3) May buy out the whole business
    a) Rarely practicable.         a) Rarely feasible. 
    b) If so, what is price?         b) If so, what price?
    c) Where to find the money?         c) Where does the cash come from?
          d) Usually buffer fund needed.  
     
(4) May buy out heirs:   (4) Sell stock to survivors:
     a) Usually best, but         a) Usually best but where does
     b) What is the price?             does he get the cash?
     c) Where do they get the cash?  
     d) Will they sell to him?    
     
THE SOLUTION
 
1.   A buffer fund to cushion the shock of death of a key man. 
 
PLUS
 
2.   A properly funded buy-sell agreement:
     a) The heirs are fairly and equitably paid for the deceased's share. 
 
     b) The survivors own the business free and clear. 

The information contained in this article is intended to provide general guidelines only. The application and impact of the law can vary widely from case to case based on the specific or unique facts involved. Accordingly, the information in this article is not intended to serve as legal, accounting or tax advice. Users are encouraged to consult with their professional advisers for advice concerning specific matters before making a decision.  

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Copyright J. Paul Wilson 2003-2010