transfer

What is a Buy/Sell Deed?

WHY HAVE A BUY/SELL DEED?

A Buy/Sell Deed is an agreement between the owners of a company or unit trust that upon the death or permanent disablement of a director or key person associated with a shareholder/unitholder, that shareholder/unitholder must transfer its shares to the remaining shareholders in exchange for payment.

The method of determining the price is agreed and the funding of that payment usually comes from the proceeds of insurance policies to be taken out for those risks by the shareholders/unitholders.

A Buy/Sell Agreement is not a general Shareholders Agreement or Unitholders Agreement, so it does not regulate all dealings in relation to the company (however the Buy/Sell obligations can be in such agreements rather than in a separate document).

COMMON SCENARIOS A BUY/SELL DEED COULD HELP PREVENT

Consider the following and how it may affect you and your company…

  • A shareholder dies and you as the remaining shareholder inherit an unintended (and potentially non-income producing) business partner such as the deceased shareholder’s spouse (as they receive the deceased’s assets via their Will or intestacy), with company profits being paid out according to the respective shareholdings.
  • You have to buy shares from a deceased shareholder’s estate above their value.
  • Your family do not get the best price for your shares in the company.
  • The remaining shareholders don’t have available funds to pay out a deceased shareholder or a shareholder who can no longer contribute to the business due to total and permanent disability.
  • The business either needs to be sold or funds need to be borrowed by the remaining shareholders or the company to make the payments.
  • A key person to the company has died, leaving the company in the position of losing a key source of revenue, client relationships and knowhow, affecting the value of the company and its business and its viability in the future.

CERTAINTY

A Buy/Sell Agreement is designed to bring certainty in relation to the exit from a business as the result of death or permanent disability of a key person – certainty for an ill shareholder, a deceased shareholder’s family, the remaining owners and the company itself. Don’t leave it to chance.

FURTHER INFORMATION

Craig Pryor is principal solicitor at McKillop Legal. For further information in relation to Buy/Sell Deeds, Shareholders Agreements, any or any commercial dispute or issue, contact Craig Pryor on (02) 9521 2455 or email help@mckilloplegal.com.au.

This information is general only and is not a substitute for proper legal advice. Please contact McKillop Legal to discuss your legal concerns or objectives.

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in Business / Commercial Law / Dispute Resolution / Risk management  by 01 Feb 2026 0 comments

How digital assets are dealt with on your death

In the digital world we live in, the majority of our time is spent online, so we build up a substantial base of assets that exist online or in the “cloud”. These assets include:

  • Email accounts
  • Cloud bases storage systems like DropBox, Google Drive, OneDrive and Apple iCloud
  • Cryptocurrency wallets
  • Social media accounts (like FaceBook, Instagram, LinkedIn, TikTok… and the stupid SnapChat
  • Streaming services like Netflix, Prime Video, Paramount Plus and Disney
  • Domain names, websites and blogs… and even gaming accounts
  • Photos/videos and music libraries
  • other intellectual property

The problem with each of these things is that there is no single way to transfer or deal with them on your death, in your Will or otherwise.

The Terms of Services of social media accounts don’t usually allow transfer of ownership but often do have an in memoriam type mode that can be put in place through the platforms on someone’s death but they often need to be pre-arranged by the deceased before their death (for example setting a ‘legacy contact’ or equivalent).

Many, such as the streaming services, operate on a personal license basis and thus do not allow transfers of accounts, so more of a practical matter intaking control of them (login and password) rather than transferring ownership in a legal sense.

Another problem is that many of the organisations that own and control these platforms are in different countries that may not recognise an Australian grant of probate.

Wishes in relation to digital assets can be expressed in a Will in much the same way as other tangible assets like houses and cars, but consideration needs to be given to the relevant terms of use and licensing agreements and the practical matters involved. Often the wish is to have accounts closed or deleted.

One major practical step to take control of these digital assets that executors and administrators should consider is not cancelling the deceased persons mobile phone as this is often used to get reset codes and other authentications.

FURTHER INFORMATION

For further information in relation to Wills and estate planning, contact McKillop Legal on (02) 9521 2455 or email help@mckilloplegal.com.au.

in Estate Planning / General / Intellectual Property / Online Issues  by 01 Jul 2025 0 comments