#buy-sell-agreement
Buy-Sell Agreement
Legally binding contracts governing ownership transfer triggers, valuation, and funding
The $15 Million Estate Tax Exemption: What OBBBA Means for Business Succession Planning
The One Big Beautiful Bill Act permanently raised the federal estate and gift tax exemption to $15 million per person ($30 million per couple) starting in 2026, eliminating the scheduled TCJA sunset to roughly $7 million. Here's what changed, which existing plans are now outdated, and the succession moves business owners should make — from portability filings to buy-sell agreement reviews and state estate tax exposure.
Your Credit Union Trust Account Just Got a Simpler (and Possibly Smaller) Insurance Rule
Effective December 1, 2026, the NCUA insures all credit union trust accounts — revocable and irrevocable alike — under one formula, $250,000 per beneficiary capped at $1,250,000 per owner per credit union, matching the FDIC's 2024 bank rule. Trusts naming more than five beneficiaries may lose coverage they hold today, so this guide walks through a five-step balance check to run before the deadline.
Section 736 Payments to Retiring or Deceased Partners: 736(a) vs. 736(b), Hot Assets, and the Goodwill Lever
Section 736 splits liquidating payments to a retiring partner into 736(b) property payments (capital gain, no firm deduction) and 736(a) income or guaranteed payments (ordinary income with self-employment tax, deductible by the firm). The service-partnership carve-out, Section 751 hot assets, and Section 754 election together determine whether six- or seven-figure tax dollars land on the retiree or the firm.
Section 1377(a)(2) Closing-of-Books Election: How S Corporations Allocate Pass-Through Income When a Shareholder Leaves Midyear
Section 1377(a)(2) lets an S corporation split its tax year when a shareholder fully exits, allocating pass-through items to the period each owner actually held stock. This guide covers when the election is available, who must consent, the 1.1368-1(g) alternative, and the bookkeeping it demands.
Section 302 Stock Redemption: How Closely-Held C Corporations Avoid Surprise Dividend Treatment
Section 302 of the Internal Revenue Code decides whether a closely-held C corporation's stock redemption is taxed as a capital sale or a full-amount dividend. This guide explains the three Section 302(b) tests, the Section 318 attribution traps that ensnare family-owned companies, the 10-year family-attribution waiver, and the partial-liquidation safe harbor under Section 302(b)(4).
Section 754 Election and 743(b) Basis Adjustments: How Partnerships Step Up Inside Basis When a Partner Buys In or Dies
A Section 754 election triggers a 743(b) inside-basis step-up when a partner dies, sells, or is bought in — preventing heirs and incoming partners from paying tax twice on the same appreciation. This guide covers 743(b) and 734(b) mechanics, Section 755 allocation across asset classes, the substantial built-in loss rule, Form 15254 revocation, and when the administrative cost outweighs the benefit.
The Connelly Trap: How a Unanimous Supreme Court Decision Broke Decades of Buy-Sell Agreements—and What Co-Owners Must Do Now
Connelly v. United States, decided unanimously on June 6, 2024, ruled that company-owned life insurance proceeds count toward a deceased shareholder's estate—adding $889,914 in federal estate tax for one Missouri family. This guide explains why redemption-funded buy-sell agreements now backfire and walks through five workable alternatives, including cross-purchase structures, insurance LLCs, and ILITs.
Key Person Life Insurance and Section 101(j) Compliance
Key person life insurance pays the company, not the family, when a founder, rainmaker, or specialist dies. IRC Section 101(j) makes the death benefit taxable unless written notice and consent are completed before the policy issues — a step most small businesses skip, turning a $1M tax-free benefit into roughly $600K–$700K after tax.
Disability Insurance for Self-Employed and Small Business Owners: A Practical Income-Protection Guide
A working-age self-employed professional is roughly three times more likely to become disabled than to die before 65, yet most carry no disability coverage. This guide explains the four policy types, the clauses (own-occupation, elimination period, benefit period) that decide whether claims pay, 2026 premium ranges of 1–4% of income, and the after-tax-vs-deductible premium choice that can shift net benefits by six figures.
Business Succession Planning: A Complete Guide for Small Business Owners
Learn how to create a business succession plan that protects your legacy. Covers the five main succession options, buy-sell agreements, business valuation, tax planning, and a step-by-step timeline for small business owners.