Set the rules for buying or selling ownership in a company: Succession Plan

What is a Succession Plan?
Succession Plan is another name for a Buy-Sell Agreement. A Succession Plan is a strategy that helps a business prepare for the future when an owner or key leader leaves the company. Succession plans are like a prenup for your business: they are helpful if someone retires, resigns, or becomes unable to fulfill their role. It ensures the business keeps running smoothly by identifying the right people to take over. The plan may include training employees, selecting future leaders, and outlining how roles or ownership will be transferred.
Having a Succession Plan is a smart move for any business, large or small. It sets clear expectations and designates leadership in times of change. It also builds confidence among employees and customers. With a well-crafted plan, the business can continue to grow and stay aligned with its mission—even as leadership changes. Start planning today!
When to use a Succession Plan:
- You want to avoid legal disputes or confusion over business ownership in the event of a partner's divorce, bankruptcy, or legal trouble.
- You want to ensure that if someone inherits part of the business due to a divorce or death, they have to sell it back to the company.
- You want to prevent conflicts between employees, family members, or business partners during major transitions.
- You want the business to continue operating smoothly if something unexpected happens to a key leader.
- You want to keep ownership within the family or with trusted individuals, rather than risk it being sold to outsiders.
Sample Succession Plan
The terms in your document will update based on the information you provide
SUCCESSION PLAN
This Succession Plan (this "Agreement") is made effective as of (the "Effective Date"), between and among (the "Company") and each of the individuals listed on the attached Schedule A (each an "Owner," and collectively, the "Owners").
The Owners own all of the outstanding of the Company (the "Units"), and desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows.
Article - Sales and Transfers
1. | General Transfer Restriction. No Owner (or any party acting on behalf of an Owner) may sell or transfer any of such Owner's Units, whether now owned or later acquired, except in accordance with the terms of this Agreement or by the written consent of the Company and all of the other Owners. Any attempted sale or transfer of any Units (or any interest in any Units) that violates the terms of this Agreement shall be void and shall not be binding upon, or recognized by, the Company or the Owners. |
a. | Sale or Transfer Defined. The phrase "sale or transfer" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Units, whether or not the transfer would be made (i) for value, or (ii) to another Owner, or (iii) voluntarily or involuntarily or by operation of law, or (iv) during an Owner's lifetime or upon an Owner's death. |
b. | Sale or Transfer Exception. The phrase "sale or transfer" does not include Owner's transfer into a self-settled trust for estate planning purposes. |
2. | Permitted Voluntary Sale or Transfer During Lifetime. Any Owner who wishes to sell or transfer such Owner's Units must first provide written notice of such intent to each of the other Owners. Such Owner (a "Seller") shall be deemed to have offered to sell his/her Units (the "Offered Units") to the other Owners. The notice must state the name of the party (the "Third Party Purchaser") to whom the Seller wishes to sell or transfer the Offered Units and the terms of the proposed sale or transfer. |
a. | First Option to Other Owners. Each of the other Owners shall have thirty (30) days from the effective date of the notice during which such other Owners may elect to buy the Offered Units in proportion to their respective ownership of all outstanding Units (excluding the Offered Units) or in such other proportion upon which the other Owners may agree. During this 30-day period, the other Owners must collectively agree to buy all or none of the Offered Units. If the other Owners exercise their option to buy, then they shall acquire the Offered Units on the same terms and conditions as contained in the notice of the proposed sale or transfer, or the pre-determined purchase price as stipulated in Article II, whichever is lower. These terms shall be supplemented as necessary by the payment terms described in Article III below. |
b. | Permitted Sale or Transfer to Third Party Purchaser. If the other Owners do not validly exercise their option to buy all of the Offered Units within the 30-day period, then the Seller may complete the sale or transfer to the Third Party Purchaser. may
Article - Purchase Price
The "Purchase Price" shall be determined in accordance with the provisions of this Article II, and the payment terms are set forth in Article III.
Article - Payment Terms
Article - Life Insurance
Article - Terminating or Amending the Agreement
Article - Continuation of Restrictions
This Agreement shall continue to apply to the Units which are the subject of a sale or transfer and to new Units issued by the Company. The transferee shall execute a counterpart signature page to this Agreement. Such signature shall be binding on all Owners and the Company as if the transferee was an original signor.
Article - Miscellaneous
SCHEDULE A
List of Owners
SCHEDULE B
Name of Each Owner and Life Insurance Policy Amount
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Succession Plan FAQs
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How do I get a Succession Plan online?
It's very easy to document the terms of your agreement with a free Succession Plan template from Rocket Lawyer:
- Make the document - Answer a few basic questions, and we will do the rest.
- Send and share - Go over the document with the other party or get legal advice.
- Sign and make it legal - Easily sign the agreement with RocketSign® electronic signatures.
This method is often notably less expensive than hiring and working with a traditional lawyer.
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Why is a Succession Plan important?
Succession Plans are sometimes compared to estate plans or prenuptial agreements for businesses. A Succession Plan provides a roadmap for long-term success, ensures continuity, and may span several years to optimize tax efficiency when passing the business to the next generation. This is a reason to start a plan early: even if it changes later on, or dates get pushed back, a Succession Plan can also provide protection in case of an emergency.
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When is the right time to make a Succession Plan?
It’s never too early to plan for who will run your business in the future. One reason is that things don’t always go as planned: if something bad happens, like getting sick, passing away, or going through a divorce, it’s important to have a plan so the business can keep going. Plus, you can update the plan as your goals or business change.
A strong Succession Plan starts with identifying and mentoring the individuals who may eventually take the lead. This could be trusted employees, family members, or friends. Training them now ensures smoother transitions later
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What are the first steps a business should take to get ready to hand over leadership to someone new?
If you’re planning to pass your business on to someone else, a good first step is to take a close look at the financial health of your business. This includes determining how much your business is worth, what it owns, what it owes, and how much money it makes. Understanding these details will help you make informed decisions about the future.
You should also consider what you want both personally and professionally. It can be difficult to separate what’s best for you from what’s best for the company, but doing so can help you identify the right time to step away. Your personal goals might include when you’d like to retire, how you’ll provide for your family, health insurance coverage, and how taxes will affect you. You also need to think about whether you want the business to keep growing or if you want to still be involved even after someone else is in charge or the business is acquired.
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What other steps can a business take to prepare for succession?
To prepare for transferring ownership or leadership—whether to a family member or as part of a sale—businesses can take several practical steps. These may include:
- Incorporate or form a limited liability company.
- Transfer assets, such as equipment or trademarks, to the business.
- Transfer real property to the business.
- Appoint a Power of Attorney.
- Train the new leadership.
- Discuss your plan with professional advisors.
A Legal Pro can explain your options along with the potential risks and consequences. A financial advisor can provide insight into tax planning, retirement preparation, and even help you build a transition budget to estimate the total cost of succession.
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What decisions help make leadership changes easier?
Planning for new leadership involves making thoughtful decisions to ensure a smooth transition. Start by identifying people you trust to take on key roles in the company. If you don’t currently have someone in place, you may need to hire or train a successor. You should also consider strategies to retain current employees and maintain morale during and after the transition, even if the business is sold.
Intellectual property such as copyrights, trademarks, or patents may play a role in what you choose to sell or retain. A Buy-Sell Agreement, for instance, is one legal tool that can help protect your business. It outlines who is eligible to purchase your ownership stake, how the price is determined, and what happens to your share of the business when you exit.
Before any sale or leadership handoff, it’s important to know the true value of your business. If the business has unused or outdated assets, selling those first can help clarify its worth. Conducting a business valuation—an assessment of your business’s assets, liabilities, contracts, and market position—can be complex. Expert assistance can make the process easier and more accurate.
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Can I change my Succession Plan?
Yes, Succession Plans can be updated. For small businesses, changes are usually straightforward. Even if a board of directors approved the original plan, it can often be revised. If you’ve started the transition process, review your Corporate Bylaws to confirm what decisions you’re still allowed to make.
Choosing the right successors early can make changes easier later. While passing on a business can be complex, thoughtful planning reduces stress and improves outcomes. With a clear vision for your future and your company’s, you’ll be better prepared for a smooth transition.

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