Buy-Sell Funding

Is Your Buy-Sell Policy on Life Support?

You started with a $1M company and a handshake agreement. Today the business is worth $50M. The policy written to fund that agreement may still be sized for the company you started, not the one you own.

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The Problem

A Ticking Clock Inside Your Balance Sheet

Most partnerships sign a buy-sell agreement at formation and fund it with a modest life insurance policy. Then the business grows, the valuation compounds, and the policy stays where it was. When a partner dies or becomes disabled, the survivor has to buy that share at today's value, not the value from 20 years ago.

$50M What the business in our example is worth today, 30 years after founding
$500K The buy-sell coverage that was put in place at formation and never updated
$49.5M The unfunded gap the surviving partner is left to cover
Without Funding

What the Surviving Partner Faces

An agreement with no money behind it does not prevent any of this. It just decides who has to deal with it.

1

Sell Under Duress

Raising capital on a deadline

  • Selling the business, or part of it, to fund the buyout
  • Pricing set by urgency, not value
2

Take On Debt

Buying out the estate on credit

  • Crushing payments to the deceased partner's estate
  • Cash flow pulled away from the business
3

Unwanted Partners

The heirs come with the shares

  • Family members with no operating role at the table
  • Decisions slowed or contested
4

Probate Court

Decades of work, settled by others

  • Ownership tied up while the estate is settled
  • Customers, lenders, and staff left waiting

What We Do for Business Owners

Audit. Value. Protect.

A complete buy-sell insurance review, starting with a current business valuation, followed by a gap analysis, and ending with a properly funded agreement.

  • Independent business valuation
  • Buy-sell agreement structure review
  • Coverage gap analysis and updated policy design
  • Coordination with your attorney and CPA
  • Annual review as your valuation grows

The Unfunded Liability Timeline

Founded, Year 1$1Mpolicy coverage: $500K
Year 5$5Mpolicy coverage: $500K
Year 15$20Mpolicy coverage: $500K
Year 22$35Mpolicy coverage: $500K
Today, Year 30$50Munfunded gap: $49.5M

Illustrative. Two partners, one company, a policy that never kept pace with the valuation.

The Two Structures

Entity vs. Cross-Purchase: The Connelly Problem

Entity (Stock Redemption)

The company owns the policies. After the Connelly decision, those proceeds can raise the value of the business for estate tax purposes, which can add a surprise tax bill on top of the buyout itself.

Cross-Purchase

Each partner owns a policy on the other. The proceeds stay outside the company and out of the business valuation. For many partnerships, getting this structure right is the single most important fix.

United States v. Connelly (2024)

In a unanimous 9-0 ruling, the Supreme Court held that life insurance proceeds held by a corporation to fund a buy-sell agreement are included in the business valuation for estate tax purposes. If your plan is entity-owned, it should be reviewed now.

Who Needs a Review Today?

If any of these apply, it is time to look at your agreement:

  • A business valued over $2M with co-owners or partners
  • A buy-sell policy more than 3 years old
  • No formal valuation in the last 2 years
  • Entity-owned (corporate-held) life insurance
  • No disability buyout provision in your agreement
Common Questions

What Business Owners Ask Us First

How do I know if my buy-sell is underfunded?

Compare the coverage on each partner to what that partner's share is worth today. If the policy was written at formation and the business has grown since, there is almost always a gap. A current valuation tells you exactly how big it is.

What changed with the Connelly decision?

In 2024 the Supreme Court ruled that life insurance a corporation holds to fund a buyout counts toward the value of the business for estate tax purposes. For entity-owned plans, that can create an estate tax bill on the very dollars meant to fund the buyout.

Should we switch from an entity plan to a cross-purchase plan?

Often, but not always. It depends on the number of owners, their ages, and how the agreement is written. We review the structure with your attorney and CPA and model both before anything changes.

Does the buy-sell need to cover disability too?

It should. A partner who can no longer work but still owns half the company creates many of the same problems as a death. A disability buyout provision, funded properly, closes that gap.

How often should the agreement be reviewed?

Every year, and any time the valuation moves meaningfully. The review is built in, so coverage keeps pace with the business instead of falling behind it.

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