Showing posts with label buy-sell agreements. Show all posts
Showing posts with label buy-sell agreements. Show all posts

Monday, September 19, 2011

Estate Planning for Arizona pharmacy owners

By Brad MacLiver
Authorship and profile at Google


With the current market many Arizona pharmacy owners are experiencing lower profit margins, and have considered selling. A pharmacy industry roll-up has been going for years, consolidating the pharmacy seller's customer traffic into fewer pharmacy locations. There are however a number of pharmacies that are not in a geographical location with other nearby pharmacies, such consolidation can not take place. Some Arizona drug store owners, despite their location or what is happening in the industry, has taken a stand and will not consider selling. But like paying taxes, an exit of the company is ultimately inevitable.

Estate Planning is a subject that many people, in all industries, timid. The Arizona pharmacy owner who works 6 days a week, taking very few vacations, fill scripts all day, then mops the floor and makes the books at night, it usually is not much time to consider additional things like estate planning. But, knowing that it will be a transfer of business, it is fundamental for pharmacy owners to consider a proper succession plan for the pharmacy business.

Develop a plan to transfer operations will be time consuming, but done correctly allows the Arizona company to be successfully transferred in an acceptable manner. An estate plan for a pharmacy owner need not be immutable process. Fine-tuning, updating, and changes recommended by government regulation, economic conditions and personal expectations change.

Estate planning allows a pharmacy owner to anticipate and provide for the transfer of the drug store. The plan will be formatted in an attempt to eliminate uncertainty, to assist the transfer by trimming costs and cutting taxes.

Process may involve Trusts, wills, living wills, Power of Attorney, Medical Power of Attorney, Business Valuation, Life Insurance, a charitable remainder Trusts, Buy-Sell Agreements and other legal documents. All aspects of estate planning for the pharmacy owners coordinated guidelines.

If there are non-family members as partners in the Arizona drug store business, it is fundamental that estate planning include a Purchase-Sale Agreement. A buy-sell agreement, governs the transfer of business between the pharmacy partners. The agreement may also be known as a partner buyout agreement, or a company wants. To protect the family in the event of death of a partner, buy-sell agreement funded with life insurance.

Estate planning, buy-sell agreements, and transferring of a pharmacy requires an accurate pharmacy valuation. This should be completed by a third party who has expertise in the pharmaceutical industry. Using simple accounting formulas, multipliers, and a valuator inexperienced in pharmacies will not provide an accurate business valuation.

Most Arizona pharmacy owners spend a large part of their lives to build the business. The effort should not disappear because the pharmacy owner refuses to accept their mortality, and plan accordingly. The only pharmacist in a small town is usually the pharmacy's owner. If the script can not be filled by a licensed pharmacist since the law the client files must be transferred to another pharmacy. Because of this, a pharmacy business value fall to a negligible figure in just a few days after the death of the owner. Contingencies outlined in an estate plan should address this issue. Unfortunately, due to not having an effective plan in place, each year a number of pharmacy owners die and their families are left with an asset with very little value.

Tips for Pharmacy Owners Doing Estate Planning:

1. When the family pharmacy is the only means of income for many families it becomes more fundamental to have a set plan in place.

2. To avoid disputes should estate plans should be developed with clear directives.

3. Minimize tax liabilities is an fundamental goal for most people to complete an estate plan should be an expert tax advice should be sought.

4 Many online documents and books are available that provide advice and documents to develop an estate plan. When you go to self-help route, it is advisable to have a paid expert review the completed documentation to ensure that it can be legally respected when the time comes.

5. While developing the farm plan, it is fundamental to talk with children and other family members of the pharmacy market owner especially if there are any family members who work in business and others do not.

********************************************************
 

Monday, August 8, 2011

Buy-Sell Agreement for Arizona Pharmacy owners

By Brad MacLiver
Authorship and profile at Google


When an Arizona pharmacy is owned by two or more shareholders partners should have a Purchase-Sale Agreement. A buy-sell agreement is a written document that contains procedures and controls the future sale of the Arizona pharmacy business.

Pharmaceuticals buy-sell agreements guard the interest of the parties who own pharmacy and control the actions triggered by a shareholder to leave the business because of death, disability, divorce, dissolution, or retirement. Agreement will control how and when the shares of the pharmacy business is sold or transferred. It will also provide guidance on how the pharmacy will be evaluated together with the obligations of the remaining shareholders in the Arizona pharmacy.
    
Buy-sell agreements are important because the various elements of a future sell are predetermined, and does not need to be negotiated during a heated conflict, or during a grieving period. It offers both the shareholder and the family a comfort level that when the inevitable time comes for an exit strategy that the process was carefully considered in advance.
 
Disadvantages of not having a buy-sell agreement between Arizona pharmacy owners is that a disability can leave a partner who works more and another does not add to productivity. In the event of a death, without an agreement, one party will have a nonproductive heir, or a new partner can be inserted that has personality conflicts with the surviving partner. The wrong partner can be calamitous for the Arizona pharmacy business.
 
There are various types of buy-sell agreements: Entity Buy-Sell Agreement, Cross-Purchase Buy-Sell Agreement, wait and see Buy-Sell Agreement, Disability Buy-Sell Agreement. Buy-sale agreements are also known as a company will or a buyout agreement.

Possible elements of a buy-sell agreement:

1. Shareholders name and number of shares and voting rights of each.

2 Guide for certified pharmacy valuation and purchase of shares a shareholder.

3 Mutual covenants and considerations.

4. Restrictions on the transfer, purchase or encumber the company stock.

5. Protocol in case of a shareholder's divorce or termination of a shareholders' agreement of employment.

6. Obligation to purchase   sale of shares from an estate.

7 Purchase of insurance to ensure the ability to meet obligations.

8. Purchase of shares paid in lump sum or in installments.

9 Remedies for breach of contract or non-payment.

10 Until the transfer is complete, the right to inspect books and records.

11. Amendments and notices of promotions or legal issues.

12. Enforcement of the agreement, the binding effects and arbitration procedures for disputes.

13. Process for the dissolution or liquidation of the company.

14 Maintenance of the property for a transitional period.

15. Preserve the representations and warranties.

16 The conditions for transfer.

17. Bill of Sale.

To ensure that the necessary funds available, buy-sell agreements are often funded with life insurance. If the death of one of the Arizona pharmacy owners occurs, the life insurance settlement provides funding for the remainder of the Arizona pharmacy owner to buyout partners share of the estate.

Life insurance for each partner must be in place, because without a way to gain purchase of the pharmacy's share buy-sell agreement will not be functional. As the business grows and develops how much insurance must be adapted to provide adequate coverage. Without insurance, the surviving shareholders may not have enough money to buy the required amount of the estate to meet - leaving the survivor with an unwanted partner.

To have adequate insurance coverage and to determine the details of the buy-out terms, is a certified pharmacy business valuation necessary. There are a large number of companies offering business valuations. Because of the dynamics and the current market of the pharmacy industry, a valuation firm should have extensive pharmacy experience. Accounting Simple formulas and multipliers will be adequate or realistic valuation does not provide for an Arizona pharmacy business.

Pharmacy buy-sell agreements are very important documents that must be completed with care and seriousness. Even with a long term partnership, it's just too late to create a buy-sell agreement, when an event has already happened that would require the document.

Tips:

1 Buy-sell agreements are important documents that should not be taken lightly. Consult a licensed professional.

2 Documents must take the appropriate laws and regulations that vary from state to state. Search the right guidance.

3. Premiums for insurance that the buy-sell agreement, the Fund will be deductible.

4 Ensure that the pharmacy valuation performed by an established pharmaceutical industry expert.

*******************************************************************