San Diego buy-sell agreement attorney — the Business Prenup, at a flat fee.

The document San Diego co-owners don't have

Most multi-owner businesses in San Diego County — the two-founder startup in Sorrento Mesa, the family business in El Cajon, the three-partner agency downtown — are running on an operating agreement with boilerplate transfer restrictions and nothing more. That isn't a buy-sell. A buy-sell agreement answers the questions the operating agreement doesn't: which events force a buyout, who may purchase the departing owner's interest, how the price is determined, and how payment is structured.

The triggers are the Five Ds — death, disability, divorce, departure, deadlock — and the one California adds teeth to is divorce: this is a community-property state, and without a buy-sell with proper spousal consent, a co-owner's divorce can put part of the membership interest in front of a family court. The buy-sell closes that door with a forced-buyout trigger, signed by the spouses, before anyone needs it.

Valuation, funding, and the Connelly problem

How the price gets set

Three methodologies carry most agreements: a fixed price updated annually (simple, but dangerous when nobody updates it), a formula tied to revenue or EBITDA, or an appraisal at the time of trigger. Each fails differently — the fixed price goes stale, the formula fits the business you had when you signed, the appraisal adds cost and delay at the worst moment. Picking the right one is most of the drafting conversation.

How the buyout gets funded

A buyout obligation without funding is a lawsuit with extra steps. Life insurance funds death triggers; disability insurance funds disability triggers; installment notes carry the rest. We coordinate with your insurance broker on the funding structure — we don't sell or recommend specific products.

Cross-purchase vs. redemption — and why 2024 changed the answer

The structural choice now starts with estate tax. In a cross-purchase, the co-owners buy the departing owner's interest; in a redemption, the company itself does. Redemptions used to win on simplicity — then the U.S. Supreme Court's 2024 Connelly decision held that company-owned life insurance earmarked to fund a redemption counts toward the company's estate-tax value, without an offset for the buyout obligation. For owners whose estates are anywhere near the federal exemption, an insurance-funded redemption can inflate the taxable estate the agreement was supposed to protect. Agreements signed before 2024 carry this trap unexamined — if yours is one of them, the structure deserves a fresh look with your CPA and estate planner, and we coordinate with both.

Professional practices: the buy-sell isn't optional

San Diego's medical groups, dental practices, and therapy practices operate as California professional corporations — and for them the buy-sell is compliance, not prudence. Shares in a professional corporation may only be held by licensed owners, and when an owner dies or loses their license, the law puts the transfer on statutory clocks: shares generally must reach licensed hands within six months after a death and within 90 days after a disqualification — dentistry alone gets a twelve-month wind-down. A buy-sell with valuation and licensed-transferee mechanics is what turns those deadlines into an orderly buyout instead of a scramble. Our professional-corporations guide covers the entity rules; the buy-sell is where the planning actually happens.

Where we are

7220 Trade Street, Suite 101, San Diego, CA 92121. Sorrento Mesa — between UTC and Mira Mesa, office hours Monday–Friday 9–5 PT. Buy-sell engagements are a natural fit for in-person work — spousal-consent conversations and co-owner alignment sessions often go better around a table — but the full engagement runs by video and email when that's easier.

San Diego County co-owners we serve

Family businesses in El Cajon, La Mesa, and Escondido; professional practices in Hillcrest, La Jolla, and Carmel Valley; two-founder companies in Sorrento Mesa, UTC, and downtown; North County manufacturers in Vista and Carlsbad — and California co-owners statewide. The agreement is governed by California law either way.