Cross-purchase agreements avoid the risk of paying dividends for shareholder purchases. However, if the company buys the shares on the basis of an ancillary agreement under the purchase/sale agreement (although other shareholders were obliged to do so), the purchase could be considered a constructive dividend to the remaining shareholders. To avoid constructive treatment of dividends, the purchase/sale contract should be structured so that the remaining shareholders have an option and not an obligation to purchase the shares of the outgoing shareholder. If the change in shareholding is considered a change of ownership after 382-384, a company`s ability to use certain tax attributes, such as NOLs and capital loss transfers, can also be significantly reduced. Summary: A sales contract is a valuable document for business owners close to the company. These agreements specify whether the interests of the owners can be transferred and under what circumstances. This article describes the tax benefits and effects of a buy-and-sell contract. It is clear from the terms of the agreement that both policies were taken up by the survivor. The purpose of this policy was to allow the survivor, after the death of the deceased, to acquire the deceased`s shares in both companies. The premiums for these policies were paid or borne by the survivor, i.e. they were not paid or borne by the deceased. According to Kobus Barnard, in his article “Buy and sell – pactum estate or not,” these agreements are based on two parts: determining whether and when the contract needs to be updated, how the changes are documented and what consequences can have if the agreement is not updated. For the purposes of this article, we take the example of an agreement that deals with “companies” that consist of two companies.
The names of the companies are as follows: Increased liability for the alternative minimum corporate tax is generally inevitable in these circumstances. But you may be able to solve the second problem by redesigning your buy-sell as a cross-purchase contract. Under this approach, owners will buy additional shares themselves – and thus increase their base.