Shareholder, Buy-Sell & Partnership Agreements in Arizona

Most owners do not think about an owner agreement until something changes: someone wants to retire, a new investor wants in, or a co-owner’s life takes an unexpected turn. A well-drafted agreement decides those moments in advance, on terms everyone chose together.

Who These Agreements Are For

We work with owners of established companies that have two or more owners, whether they are organized as a corporation, an LLC or a partnership. Typical clients include:

• Co-founders and long-time partners who built the company together and never wrote down what happens if one of them leaves
• Family businesses planning how ownership moves between generations, or how to treat family owners who are not involved in operations
• Companies adding an owner, such as a key employee receiving equity or an outside investor buying in
• Owners planning ahead for retirement, a future sale or simply peace of mind

What a Shareholder or Buy-Sell Agreement Covers

Every agreement is built around the business and the people in it, but most address the same core questions.

• Transfers of ownership — whether an owner can sell or give their stake to someone else, and whether the company or the other owners get the first chance to buy it
• When an owner leaves — what happens on retirement, departure, disability or death, and whether a buyout is optional or required
• Valuation approach — how the price of an owner’s interest is set, for example an agreed value updated on a schedule, a formula, or an independent appraisal
• Paying for a buyout — whether the price is paid at once or over time, and how the company or remaining owners plan to fund it
• Decision-making — which decisions need every owner’s agreement, which need a majority and who handles day-to-day management
• Restrictions on selling — limits on transfers to outsiders, and terms that apply if the whole company is sold

If the company is an LLC, many of these terms belong in the operating agreement itself. Our article on why an LLC needs an operating agreement explains how the two fit together, and our piece on how a buy-sell agreement works for two equal owners walks through one common design in detail.

Partnership Agreements

General and limited partnerships face the same questions under a different structure. We draft partnership agreements that set out each partner’s contributions, how profits are shared, how decisions are made and what happens when a partner wants to leave. Without a written agreement, default rules fill the gaps, and they rarely match what the partners intended; our article on what happens with no written partnership agreement explains why.

How We Work With You

1. A conversation with the owners. We learn how the business runs, what each owner contributes and what everyone is worried about. Where owners have different interests, we are clear about whom we represent.
2. A term outline. Before drafting, we lay out the key choices, such as valuation approach, buyout triggers and decision rules, in plain language so the owners can decide them together.
3. The draft. We prepare the agreement, or amendments to your existing operating or shareholder agreement, and walk you through it.
4. Keeping it current. Values and circumstances change. We recommend revisiting the agreement as the business grows, and can do that as part of ongoing outside general counsel.

If you are still choosing an entity, start with corporate formation and governance. If an owner is selling to an outside buyer, our mergers and acquisitions page covers that process.

Practical Agreements, Written for Owners

An owner agreement only helps if the owners understand it. We write terms that match how your business actually runs, explain the tradeoffs behind each choice and avoid boilerplate that no one will remember when it matters.