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Buy Sell Agreement (Insurance) Template for Philippines

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Key Requirements PROMPT example:

Buy Sell Agreement (Insurance)

"I need a Buy-Sell Agreement (Insurance) for my family-owned manufacturing business in Manila, where three siblings are equal shareholders, with life insurance policies of 10M PHP each to be put in place by March 2025, including specific provisions for voluntary retirement and transfer restrictions to non-family members."

Document background
The Buy-Sell Agreement (Insurance) is essential for businesses operating in the Philippines seeking to establish a clear succession plan and ensure business continuity. This document becomes particularly crucial when multiple owners are involved in a business entity, whether structured as a corporation or partnership. The agreement, governed by Philippine law and regulated under the Insurance Code of the Philippines and related legislation, sets out the terms under which one owner's interest must be sold and purchased by the remaining owners or the company itself upon specific triggering events such as death, disability, or retirement. The distinctive feature of this agreement is its funding mechanism through life insurance policies, which ensures that funds are available when needed to execute the purchase obligations. It includes detailed provisions for valuation, transfer procedures, and insurance policy requirements, making it a comprehensive tool for risk management and succession planning.
Suggested Sections

1. Parties: Identifies all parties to the agreement including business owners/partners and their details

2. Background: Sets out the context of the agreement, including business ownership structure and purpose of the arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale Obligation: Core provisions establishing the obligation to buy and sell shares upon triggering events

5. Triggering Events: Defines events that activate the buy-sell provisions (death, disability, retirement, etc.)

6. Insurance Funding: Details of the insurance policies, coverage requirements, and premium payment obligations

7. Valuation Method: Agreed method for determining the purchase price of shares

8. Payment Terms: Structure and timing of payments for share purchases

9. Policy Ownership and Beneficiary Designation: Specifies ownership structure of insurance policies and beneficiary arrangements

10. Representations and Warranties: Standard declarations by all parties regarding their capacity and authority

11. General Provisions: Standard contractual provisions including governing law, notices, amendments

Optional Sections

1. Cross-Purchase vs. Entity Purchase: Used when parties need to specify whether the agreement follows a cross-purchase or entity purchase structure

2. Disability Buy-Out Provisions: Detailed provisions for disability-triggered purchases, used when disability coverage is included

3. Right of First Refusal: Used when parties want to restrict voluntary transfers to third parties

4. Family Transfer Exceptions: Used when allowing certain transfers to family members without triggering buy-sell provisions

5. Competing Business Restrictions: Used when including non-compete provisions for selling shareholders

6. Tag-Along Rights: Used in cases where minority shareholders need protection in sale scenarios

7. Mandatory Retirement Provisions: Used when including retirement as a triggering event

Suggested Schedules

1. Schedule A - Current Ownership Structure: Details of current shareholding and ownership percentages

2. Schedule B - Insurance Policy Details: Specific information about each insurance policy including policy numbers, coverage amounts, and carriers

3. Schedule C - Valuation Formula: Detailed methodology for business valuation

4. Schedule D - Sample Calculations: Examples of how the valuation formula works in practice

5. Appendix 1 - Certificate of Insurance: Copies of insurance certificates for all policies

6. Appendix 2 - Specimen Share Transfer Forms: Template forms for executing share transfers

7. Appendix 3 - Medical Information Release Forms: Authorization forms for release of medical information for insurance purposes

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































Clauses






























Relevant Industries

Professional Services

Manufacturing

Retail

Technology

Healthcare

Construction

Financial Services

Real Estate

Agriculture

Transportation

Family Businesses

Small and Medium Enterprises

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Insurance Administration

Shareholder Relations

Relevant Roles

CEO

Managing Director

Business Owner

Partner

Chief Financial Officer

Corporate Secretary

General Counsel

Risk Manager

Insurance Manager

Compliance Officer

Business Development Director

Finance Director

Board Member

Shareholder Relations Manager

Corporate Governance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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