Funding a Buy-Sell Agreement with Life Insurance

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Funding Your Buy-Sell Agreement with Life Insurance

A buy-sell agreement only works if the money is there when an owner dies, becomes disabled, or leaves. Life and disability insurance make sure it is.

Protect your partners, your family, and your business.

Plan the Handoff Now

A free buy-sell funding review for your business

The Short Answer

What is a buy-sell agreement?

A buy-sell agreement is a contract between business owners that spells out what happens to an owner’s share if they die, become disabled, retire, or leave: who buys it, at what price, and how it gets paid for.

Without funding, surviving owners may not have the cash, and the deceased owner’s family may be stuck with an interest they can’t sell. Life insurance provides the money at death, and disability buy-out insurance provides it if an owner can no longer work.

Structures

Common buy-sell structures

Cross-purchase

Each owner buys a policy on the other owners. When one dies, the others use the proceeds to buy the shares. Buyers get a higher tax basis in the shares they buy, which can lower taxes on a future sale. With many owners, the number of policies adds up quickly.

Entity redemption

The business owns one policy on each owner and buys back the shares itself. It’s simpler to administer, but surviving owners don’t get the basis increase, and the 2024 Connelly decision can raise estate taxes (see below).

Trusteed or LLC cross-purchase

A trust or separate LLC holds one policy per owner and carries out the purchase. This keeps the benefits of a cross-purchase without everyone owning policies on everyone.

Worried about losing someone who isn’t an owner? A buy-sell agreement only covers owners. To protect the business against losing a top producer, manager, or other key employee, key person insurance is usually the better fit.

Side by Side

Cross-purchase vs. entity redemption

Cross-purchase Entity redemption
Who owns the policies The owners The business
Number of policies Grows with each owner One per owner
Basis increase for buyers Yes No
Proceeds counted in company value for estate tax No Yes, after Connelly (2024)
Premiums deductible No No

How We Build Your Strategy

From first call to final paperwork, we handle the design, the underwriting, and the coordination.

1

Review Your Business

We look at your income, age, staff census, and current plan to see what’s possible.

2

Design the Coverage

We match the right policy type and amount to your business, your plans, and your budget.

3

See the Numbers First

You get a clear illustration of the cost, the coverage, and the tax treatment before you commit.

4

We Run It for You

We coordinate underwriting, ownership, beneficiaries, and reviews with your CPA and attorney.

Recent Change

What changed after Connelly v. United States?

In June 2024, the U.S. Supreme Court ruled in Connelly v. United States that life insurance proceeds a corporation receives to redeem a deceased owner’s shares count toward the company’s value for estate tax purposes, without an offset for the obligation to buy the shares.

For owners with an entity redemption agreement, that can mean a larger taxable estate. If your agreement was written before 2024, it’s worth reviewing whether a cross-purchase, trusteed, or LLC structure fits better.

Before You Start

Keep your agreement working

  • Set a clear valuation method and update it regularly. An outdated price is one of the most common problems.
  • Match coverage to the current value of each owner’s share as the business grows.
  • Cover disability, not just death. A long-term disability is often harder on a business than a death.
  • Follow employer-owned insurance rules. Notice and consent requirements and the transfer-for-value rule can affect whether proceeds are tax free.
  • Use the right tool for each person. Buy-sell coverage is for owners. For key employees who aren’t owners, use key person insurance instead.
  • Coordinate with your attorney and CPA. We design the funding; your attorney drafts the agreement.

Life and disability insurance require medical and financial underwriting. Policy guarantees depend on the claims-paying ability of the issuing insurance company. Illustrations are hypothetical and not guaranteed. Tax treatment depends on your facts, so review any strategy with your tax professional.

Who We Are

Why business owners work with Life, Inc.

  • Everything under one roof. Plan design and administration, investment advisory, and insurance strategies, all from one team. No juggling three different firms.
  • A credentialed, in-house team. Our plan specialists hold industry designations including QKA, QPA, and AIF, and handle your plan year round.
  • Insurance designed with your retirement plan. Coverage is built to work alongside your 401(k), cash balance plan, and executive benefits, not sold on its own.
  • Custom, not cookie-cutter. Every plan is designed around the owners’ tax goals first, then built to pass IRS testing.
  • Nationwide. We design and administer plans for businesses across the country.

Learn more: Key Person Insurance | Planning a Sale | Tax Strategies for Business Owners | The Retirement Plan Stack | About Us

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Our Most

Asked Questions

What is a buy-sell agreement?

It is a contract among business owners that sets who can buy an owner’s share, at what price, and how it’s paid for if that owner dies, becomes disabled, retires, or leaves.

How is a buy-sell agreement funded?

Most are funded with life insurance for death and disability buy-out insurance for disability. Some businesses also use cash reserves or installment payments, which can strain cash flow.

Which is better, cross-purchase or entity redemption?

It depends on the number of owners, ages, entity type, and estate tax exposure. Cross-purchase gives buyers a basis increase and avoids the Connelly issue, while entity redemption is simpler with many owners. Trusteed or LLC structures can combine the benefits.

Are buy-sell life insurance premiums tax deductible?

No. Premiums for buy-sell funding are generally not deductible, whether the owners or the business pay them. In exchange, the death benefit is generally received income tax free.

What did the Connelly decision change?

In 2024, the Supreme Court held that life insurance proceeds a corporation receives to redeem a deceased owner’s shares increase the company’s value for estate tax, with no offset for the redemption obligation. This can raise estate taxes under entity redemption agreements.

How often should we update our buy-sell agreement?

Review the valuation and coverage amounts at least every few years, and after any major change such as a new owner, a large jump in value, or a change in entity type.

What’s the difference between buy-sell insurance and key person insurance?

Buy-sell insurance funds the purchase of an owner’s share when that owner dies or becomes disabled. Key person insurance protects the business itself against losing someone important, including employees who aren’t owners. Many businesses need both.

Do I need a buy-sell agreement if I’m the only owner?

A sole owner can use a one-way buy-sell with a key employee or successor who agrees to buy the business. Funding it with insurance gives your family a buyer and a price instead of a forced sale.

Some Of Our Trusted Partners:

Life, Inc. Retirement Services does not offer tax advice. Please always consult your tax professional about your eligibility for tax credits.

 

Life, Inc. Retirement Services is a Registered Investment Advisory Firm of the state of Ohio and licensed in Florida and Maryland. All emails and communication are meant to be informative and educational and should not be considered a sale of security until proper notification and disclosures are given.