Can a buy-sell be e-signed?

Yes. Electronic signatures are generally legally binding under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the signature demonstrates intent, consent to transact electronically, attribution, and record retention ability. Exceptions may apply for documents specifically excluded by statute.

Is notarization required?

Not usually for all buy-sell clauses, but notarization may be required for deeds, certain transfers of real property interests, or where state law or entity documents demand acknowledgement. Check local notary and recording requirements.

Are witnesses needed to sign?

Witness requirements vary by jurisdiction and document type; wills and some powers of attorney often require witnesses. For business equity transfers witnesses are uncommon, but verify if corporate bylaws or state law impose requirements.

What if valuation is disputed?

Include an appraisal tie-breaker process: independent appraiser selection, timetable for report delivery, and binding arbitration or mediation clauses to resolve disagreements efficiently.

Can the template be amended later?

Yes. Provide an amendment procedure in the template requiring written consent or specified approval thresholds; have amendments signed and dated by authorized signatories.

How to ensure enforceability?

Use clear language, define terms, align with entity formation documents, obtain required signatures or acknowledgements, and maintain records per ESIGN/UETA retention standards and state law.

Electronic Signature
Templates
Legal
Buy-Sell Agreement Template

Buy-Sell Agreement Template

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUY-SELL AGREEMENT

This Buy-Sell Agreement (the "Agreement") is made as of by and between Party A: , Address: (hereinafter "Seller"), and Party B: , Address: (hereinafter "Buyer").

RECITALS

WHEREAS, the parties are owners or holders of ownership interests in (the "Company"), which conducts business in ; and

WHEREAS, Seller presently owns percent of the outstanding ownership interests of the Company and Buyer presently owns percent; and

WHEREAS, the parties desire to set forth the terms and conditions under which the ownership interests of the Company may be transferred in whole or in part upon the occurrence of specified events.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Triggering Event" means any event described in Section 3 that gives rise to the obligation or option to purchase ownership interests.

"Purchase Price" means the price for ownership interests determined in accordance with Section 4.

2. OBLIGATION TO SELL AND PURCHASE

Upon the occurrence of a Triggering Event, Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in the ownership interests specified in the notice of purchase delivered under this Agreement, subject to the terms and conditions contained herein.

3. TRIGGERING EVENTS

The obligation or option to purchase under this Agreement may be exercised upon the occurrence of any of the following Triggering Events: death, permanent disability, retirement, voluntary or involuntary transfer of ownership, or termination of employment. Specific triggering events may be limited or expanded as agreed by the parties:

4. VALUATION AND PURCHASE PRICE

The Purchase Price for the ownership interests shall be determined as follows (select one or more methods and provide details):

Formula valuation: multiple of earnings/cash flow or fixed formula. If selected, state formula:

Independent appraisal: an independent appraiser shall be selected in accordance with:

If appraisal selected, each party may name an appraiser within days and the appraisers shall select a neutral appraiser within days. The decision of the neutral appraiser shall be final and binding.

5. PAYMENT TERMS

Unless otherwise agreed in writing, the Purchase Price shall be paid as follows:

Down payment amount: . Balance payable in installments over months at an annual interest rate of , secured by a note and security interest in the purchased interests unless otherwise waived in writing.

6. CLOSING

The closing of the purchase and sale (the "Closing") shall take place at a mutually agreed location within days after determination of the Purchase Price. At Closing, Seller shall deliver instruments of transfer and such other documents as are reasonably necessary to transfer the ownership interests to Buyer, and Buyer shall deliver payment as provided in Section 5.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement; (b) execution and delivery of this Agreement and the transactions contemplated hereby have been duly authorized; and (c) upon performance by the other party, this Agreement will constitute a valid and binding obligation enforceable in accordance with its terms.

Seller further represents that the ownership interests to be sold are free and clear of liens, encumbrances and adverse claims, except as disclosed to Buyer in writing prior to Closing:

8. COVENANTS

From the date hereof until Closing or earlier termination of this Agreement, Seller shall not transfer any ownership interests except in accordance with this Agreement and shall cooperate in good faith to effectuate the transactions contemplated herein. Buyer shall use commercially reasonable efforts to obtain any approvals necessary to consummate the purchase.

9. FUNDING

The parties may elect to fund all or part of the Purchase Price by insurance (including life or disability insurance), promissory note, escrow, or other agreed mechanisms. Specify funding arrangements:

10. TAX MATTERS

Each party shall be responsible for its own tax consequences arising from the transfer of ownership interests unless the parties agree otherwise in writing. Any taxes assessed against the transfer shall be allocated as follows:

11. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any breach of such party's representations, warranties or covenants contained in this Agreement. The indemnifying party's liability shall be limited to the Purchase Price except in cases of fraud or willful misconduct.

12. RESTRICTIONS ON TRANSFER

No party shall transfer any ownership interest except in compliance with this Agreement. Any purported transfer in violation of this Section shall be void and of no effect. Right of first refusal or consent procedures (if any) are as follows:

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses provided below by certified mail, overnight courier, or personal delivery. Notices to Party A:

Party A Notice Address Party B Notice Address

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

17. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No delay or failure to exercise any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

18. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties shall cooperate in good faith and execute such further documents and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

Additional Provisions (optional)

Party A:

By:

Date:

Party B:

By:

Date:

What a Buy-Sell Agreement Template Is

A Buy-Sell Agreement Template is a written contract framework used by business owners to set terms for the sale, transfer, or redemption of ownership interests in the event of specified triggers such as death, disability, retirement, bankruptcy, or voluntary exit. The template outlines valuation methods, funding mechanisms, purchase process, signing and closing steps, and dispute resolution provisions so parties can adopt consistent procedures without drafting a new agreement from scratch each time a transfer event occurs.

Why use a Buy-Sell Agreement Template

A clear template reduces ambiguity at critical moments, preserves business continuity, and documents pre-agreed valuation and funding mechanisms. It protects minority and majority owners by defining triggers, timelines, and payment terms before disputes arise.

Who typically completes this template

Small business owners, corporate counsel, and accountants commonly prepare or review buy-sell agreements before closing equity transfers.

Founders and majority shareholders in privately held businesses who need a predictable exit mechanism.
Family-owned business successors and trustees preparing for generational transfers or estate planning.
Investors, partners, and corporate officers who require valuation and funding clarity for potential buyouts.

Professional review by an attorney or CPA is recommended to align the template with state law, tax consequences, and entity documents.

Core clauses to include in a professional template

A robust template groups essential clauses so parties can adapt the document to their transaction: clear triggers, valuation, closing mechanics, and dispute resolution.

Trigger Events

List precise events (death, disability, retirement, bankruptcy, insolvency, termination) that create an obligation to offer, sell, or redeem ownership interests.

Valuation Method

Specify formula or appraiser process (fixed price, agreed multiple, fair market appraisal) and timing for valuation to prevent later disputes.

Funding Source

Define payment structure (lump sum, installments, promissory note, life insurance proceeds) and any security or collateral arrangements.

Transfer Restrictions

Include right of first refusal, buyout priority, tag/drag rights, and any approved transferee qualifications to limit unwanted ownership changes.

Governing Law

Select the state law that will interpret the agreement and the venue for disputes; align with corporate formation documents.

Dispute Resolution

Provide irreconcilable valuation or enforcement pathways such as mediation, arbitration, or court litigation and who bears associated costs.

Step-by-step: completing the template

Follow these steps to prepare, agree, and execute the buy-sell agreement so transfers proceed smoothly when a trigger occurs.

01

Draft terms: Populate parties, triggers, valuation, payment, and governing law fields.
02

Review with advisors: Have corporate counsel and tax advisor vet language and tax implications.
03

Approve and sign: Obtain all required signatures, notarization, and witnessing per state rules.
04

Record and distribute: Deliver copies to owners, company records, and relevant advisors.

How an executed template becomes an enforceable plan

The agreement becomes operational when parties sign, funding is available, and closing steps are completed according to the contract.

Signatures: All parties sign and date the final document.
Funding ready: Buyer confirms payment method per agreement.
Transfer executed: Equity ownership documented and recorded as required.
Records updated: Company books and formation filings are amended where necessary.

Customizing the template for online completion

Set up roles, authentication, and conditional fields so online signing matches your internal approval and verification requirements.

Template Fields	Define signature, initials, dates, and numeric fields for consistent data capture.
Signer Roles	Assign roles (seller, buyer, witness, notary) and signing order where necessary.
Authentication Method	Choose email link, SMS code, or advanced signer verification per transaction sensitivity.
Conditional Logic	Show or hide payment and funding fields based on selected valuation or payment options.
Notifications	Configure reminders and completion emails for all parties and advisors.

Digital signing and technical compatibility

Ensure the chosen eSignature platform supports required authentication, audit trails, and document formats before e-signing.

File Formats: PDF and DOCX supported.
Integrations: Connects with CRMs and cloud storage.
Authentication: Supports email, SMS, and advanced methods.

Key timing elements to include

Clear deadlines prevent disputes; include notice periods, exercise windows, appraisal timelines, and closing dates in the template.

Notice Period:

How long a party has to notify others after a trigger event.

Exercise Window:

Time allowed to accept or object to a buyout offer.

Appraisal Deadline:

Days allotted to obtain valuation or appraiser report.

Payment Schedule:

Dates for installment payments or lump-sum due date.

Closing Date:

Deadline to complete transfer and update records.

Common drafting errors to avoid

Using vague valuation language such as 'fair market value' without specifying appraisal method, timing, or tie-breaker appraiser selection.
Failing to include a funding mechanism or security for payment, leaving the buyer without a clear way to finance the buyout.
Neglecting to align buy-sell terms with entity documents (operating agreement, bylaws), creating conflicts that can void transfer provisions.
Omitting execution, notarization, or witness instructions for jurisdictions that require additional authentication for real property or ownership transfers.

Key compliance and security features to confirm

Encryption: TLS 1.2/1.3 in transit

Data at rest: AES-256 encrypted storage

Certifications: SOC 2 Type II available

Standards: ISO 27001 certified

Health data: HIPAA compliant with BAA

Legal acts: ESIGN and UETA compliant

Legal and financial risks of flaws in the agreement

1099 penalties: $60–$330 per form

Intentional disregard: $660+ per form

I-9 violations: $281–$2,789 per violation

Backup withholding: 24% withholding rate

Enforceability: Vague terms can make clauses void

Tax impacts: Poor structure triggers unexpected tax consequences

Real-world examples of template use

These short examples show how different organizations use a buy-sell template to streamline transfers and preserve business continuity.

Optica Ventures (COO)

Optica used a standardized buy-sell template to reduce negotiation time and ensure consistent terms.

The template defined valuation and funding.
Brian Fitzgibbons noted the interface made execution straightforward for internal teams and external partners, reducing turnaround time and minimizing disputes during succession events.

Martin Properties (Founder)

A family real estate firm adopted a template to handle retirement buyouts.

The agreement included insurance-funded buyouts.
Tim Martin reported that online execution and clear funding rules let heirs and managers complete transfers efficiently while preserving property management continuity.

eSignature vendor comparison for executing buy-sell agreements

Key pricing and feature criteria for common eSignature providers. signNow is listed first per comparison conventions.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes (paid plans)	Yes (paid plans)	Yes (paid plans)	Yes (paid plans)	Yes (paid plans)
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about this template

Answers to common legal, execution, and technical questions when preparing or signing a buy-sell agreement template.

Need help? Contact support

Can a buy-sell be e-signed?
Yes. Electronic signatures are generally legally binding under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the signature demonstrates intent, consent to transact electronically, attribution, and record retention ability. Exceptions may apply for documents specifically excluded by statute.
Is notarization required?
Not usually for all buy-sell clauses, but notarization may be required for deeds, certain transfers of real property interests, or where state law or entity documents demand acknowledgement. Check local notary and recording requirements.
Are witnesses needed to sign?
Witness requirements vary by jurisdiction and document type; wills and some powers of attorney often require witnesses. For business equity transfers witnesses are uncommon, but verify if corporate bylaws or state law impose requirements.
What if valuation is disputed?
Include an appraisal tie-breaker process: independent appraiser selection, timetable for report delivery, and binding arbitration or mediation clauses to resolve disagreements efficiently.
Can the template be amended later?
Yes. Provide an amendment procedure in the template requiring written consent or specified approval thresholds; have amendments signed and dated by authorized signatories.
How to ensure enforceability?
Use clear language, define terms, align with entity formation documents, obtain required signatures or acknowledgements, and maintain records per ESIGN/UETA retention standards and state law.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now