Operating Agreement Buyout Clause

Operating Agreement Buyout Clause: What It Means for Your Business

As a business owner, you know that unforeseen circumstances can arise. Sometimes, partners may want to leave the business or sell their shares. Regardless of the reason, it’s important to have a plan in place. This is where an operating agreement buyout clause comes into play.

What Is an Operating Agreement Buyout Clause?

An operating agreement buyout clause is a provision that outlines the procedures for a partner’s departure from a limited liability company (LLC). This clause sets guidelines for how a member’s ownership interest can be bought out by other members or the company itself. It’s also known as a buy-sell agreement or a buyout provision.

Why Do You Need an Operating Agreement Buyout Clause?

The purpose of an operating agreement buyout clause is to avoid potential disputes and legal battles in the future. If a partner wants to sell their interest in the company or is forced to leave, this clause provides a framework for the buyout process. Without a buyout clause, the remaining partners may have to scramble to find a way to buy out the departing partner’s shares.

Additionally, a buyout clause can help protect the business from outside parties acquiring the departing partner’s ownership interest. For example, if a partner dies and their shares are inherited by their heirs, the business may not want the heirs to become partners. A buyout clause allows the company or other partners to purchase the inherited shares instead.

What Should Your Operating Agreement Buyout Clause Include?

Your operating agreement buyout clause should include the following elements:

1. Triggering Events: This section outlines the events that can trigger a buyout, such as a partner’s death, retirement, or desire to sell their shares.

2. Valuation Method: This section outlines how the departing partner’s shares will be valued. Common methods include appraisals, book value, or a predetermined formula.

3. Funding Options: This section outlines how the buyout will be funded. Options include using company profits, obtaining a loan, or having each partner contribute a percentage of the purchase price.

4. Timeframe: This section outlines the timeframe for the buyout process. It should include deadlines for each step of the process, such as when the valuation will be completed and when the purchase price will be paid.

5. Restrictions: This section outlines any restrictions on who can purchase the departing partner’s shares. For example, it may specify that only current partners have the right to purchase shares.


An operating agreement buyout clause is an essential tool for protecting your business and avoiding potential conflicts. It provides a framework for the buyout process and allows the company or remaining partners to purchase the departing partner’s shares. If you don’t have a buyout clause in your operating agreement, it’s important to consult with a business attorney to create one that fits your business’s unique needs.

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