Buy-and-sell agreements. Protecting your business interests.
Francois le Clus • July 1, 2024
Buy-and-sell agreements. Protecting your business interests.
If you’re running a business with partners, having a buy-and-sell agreement in place is crucial.
But why, you may ask? The answer is pretty straightforward.
Here’s the deal: When you pass away, your shares in the company become part of your estate or transfer to your business partner as per your shareholder’s agreement. If there’s no clear plan in place, those shares end up in your estate, to be distributed according to your will.
Enter the buy-and-sell agreement – your solution to these issues. This agreement is backed by life insurance policies on each partner’s life, ensuring enough cash to cover the purchase price. Simultaneously, the agreement establishes the obligation to sell the deceased partner’s shares and the obligation for the surviving partner to buy them.
Now, let’s talk about the risks:
- Insufficient cash: The remaining owners might not have enough cash to buy the deceased partner’s business interests.
- Uncertain fair price: Heirs might not be guaranteed a fair price for the business interests, potentially leading to a forced sale.
- Ownership complications: The remaining owners might face unclear ownership, dealing with heirs or delays in estate settlement.
- Business capital drain: Funding the purchase could drain the business’s capital, jeopardizing its continuity.
On the flip side, the benefits are significant:
- Business continuity: The business keeps going without outside interference.
- Smooth transition: Funds are available for a timely conclusion of the transaction.
For dependents or beneficiaries, the advantages are:
- Inherited capital: They receive a capital amount instead of dealing with a business they may not know.
- Financial security: The received capital can replace lost income and contribute to overall estate planning.
Now, let’s consider the importance of a shareholder’s agreement:
This agreement, entered into during the partners’ lifetimes, governs their relationship and outlines what happens to shares in the event of death or retirement. Without it, shares become part of the deceased partner’s estate.
And remember, getting the structure right is essential to qualifying for estate duty exemption. The Estate Duty Act provides exemptions if specific conditions are met.
In conclusion, a buy-and-sell agreement is vital for protecting interests and ensuring the intended transaction occurs. Without it, disputes can end in costly and time-consuming court battles, benefiting no one, especially not the deceased owner’s beneficiaries.
Die uitdrukking “Twee koppe is beter as een” is welbekend en dui daarop dat samewerking voordelig is. Is daar voordele vir lede van ’n familie wanneer hulle gesamentlik familie-finansiële beplanning doen, asook inkomstevoorsiening deur middel van familiebesighede? Familiebesighede in Suid-Afrika, waar gesamentlike finansiële beplanning plaasvind, is ’n belangrike deel van die ekonomie. Talle Afrikaanssprekendes is afkomstig van die platteland waar hulle in ’n familiebesigheidsomgewing op plase grootgeword het. Weens ’n verskeidenheid van redes verander die landbou-familiebesigheidsomgewing, en sommige van hierdie families verskuif hul familiesakebelange met groot sukses na ander sektore van die ekonomie. Entrepreneursvaardighede word egter benodig om vir jouself ’n inkomste te skep. Bovest is behulpsaam om die nodige entrepreneurskundigheid deur middel van die TV-program “Welvaartskeppers” aan die kykerspubliek bekend te stel. Bykomend hiertoe word finansiële advies aan families gegee om sodoende maksimum finansiële voordeel te verkry. Indien die voordele van familie-finansiële beplanning met dié van persoonlike finansiële beplanning vergelyk word, bestaan die volgende voordele: Laer gesamentlike fooie vir familielede kan beding word; Meer effektiewe belastingskale kan benut word deur beleggingskapitaal tussen gades te verdeel; Die oordrag van welvaart na die volgende geslag kan vergemaklik word deur familietrusts te gebruik; Gedeelde verantwoordelikheid bevorder dissipline om by langtermyn-kapitaalbouplanne te hou; Verskillende lewensiklusse en risiko-aptyte help om die familie se beleggingsportefeulje te balanseer; Die verskille in ouderdom en lewensfases ondersteun die uiteenlopende eiendomsbehoeftes van familielede. Aangesien die finansiële beplanning van families meer kompleks is, benodig dit samewerking tussen die verskillende geslagte om behoeftes en verwagtinge te verwesenlik. Die rol van die Bovest-adviseur in hierdie proses kan nie onderskat word nie.
This past weekend, Bovest Wealth Management had the privilege of being part of something truly special: a race, a journey, and a family of runners who took part in the MUT - the Mountain Ultra-Trail - in the breathtaking beauty of George. Together with my close friend Scotty, I ran the marathon. But as is so often the case with endurance events, I walked away with far more than tired legs and a medal. I walked away with lessons. Lessons about faith, finances, discipline, consistency, community, fellowship, and perspective. Ultra trail running has a unique way of stripping life back to the essentials. Out there on the mountain, there are no shortcuts. You cannot fake preparation. You cannot outsource endurance. You cannot buy resilience at the final aid station. You have to show up, step by step, climb by climb, kilometre by kilometre. In many ways, our financial lives are no different. Discipline: The Foundation of the Journey No marathon is completed by accident. It requires discipline long before race day. Early mornings, training runs, strength work, nutrition, rest, and preparation all form part of the unseen investment. Financial success works the same way. Building wealth is rarely about one dramatic decision. It is about the daily discipline of living within your means, saving consistently, avoiding unnecessary debt, planning for tax, protecting your family, and making wise investment choices over time. Proverbs 21:5 reminds us: "The plans of the diligent lead surely to abundance, but everyone who is hasty comes only to poverty." Discipline is not always exciting, but it is deeply powerful. It is the quiet commitment to the right things, even when nobody is watching. On the mountain, discipline gets you to the next checkpoint. In your finances, discipline carries you toward long-term freedom. Community: We Were Not Created to Run Alone One of the most beautiful parts of the MUT weekend was the sense of community. Runners encouraged each other. Families supported from the sidelines. Friends waited, cheered, prayed, laughed, and pushed one another forward. With Scotty alongside me, the journey became lighter. The difficult moments became bearable. The experience became richer. The same is true in our financial lives. We need people around us who encourage wisdom, accountability, and growth. A good financial adviser, tax specialist, fiduciary expert, family member, spouse, mentor, or trusted friend can help us make better decisions and remain focused on the bigger picture. Ecclesiastes 4:9-10 says: "Two are better than one; because they have a good return for their labour. For if they fall, the one will lift up his fellow;..." No one builds a meaningful legacy alone. Wealth is not only about numbers on a statement. It is about people, purpose, stewardship, and responsibility. Perspective: Seeing the Creator Through His Creation Perhaps the greatest takeaway from the weekend was perspective. Running through the beautiful mountains of George, surrounded by the majesty of creation, one cannot help but become aware of the greatness of God. The fresh air, the views, the silence, the strength to continue, and the people alongside us all point to something far bigger than ourselves. There were moments on the route where the mighty Name of the Lord could change the entire atmosphere. A prayer, a word of gratitude, a moment of worship, or simply lifting one's eyes to the mountains reminded me that we are not alone. This perspective is essential in life and in finance. Money is important, but it is not ultimate. Planning is important, but God remains our provider. Wealth can create comfort, but only Christ gives true peace. A well-structured estate can leave an inheritance, but a life of faith leaves a legacy. When we see our finances through the lens of faith, everything changes. We become less anxious, more generous, more intentional, and more aware of the responsibility we carry. The Finish Line Matter Every race has a finish line. So does every financial journey. The question is not whether we will reach a finish line, but whether we are preparing wisely for it. Are we disciplined? Are we consistent? Are we surrounded by the right people? Are we walking in fellowship? Do we have the right perspective? Ultra trail running teaches us that endurance matters. Preparation matters. Community matters. Faith matters. The same is true when building, protecting, and transferring wealth. By Godfried Kotze BCom Accounting, MCom Taxation (UP), SAIPA, FISA Member
