The One-Way Buy-Sell Agreement: An Often-Overlooked Strategy for Business Owners

Thomas J. Perrone, CLU, CIC

A Different Way to Protect a Business, Its Key People and the Owner’s Future

Business owners spend a great deal of time thinking about how to grow their companies. They hire employees, develop customers, build vendor relationships and continually look for ways to increase profitability.

But there is another question that deserves just as much attention:

What happens to the business if a key owner or key person dies unexpectedly?

A traditional buy-sell agreement can provide an answer when there are multiple owners. But there are situations where a different approach may be more appropriate—particularly when the objective is to create a mechanism for the company to purchase an owner’s or key person’s interest upon death.

One strategy discussed in this podcast is the one-way buy-sell agreement.

The concept can provide a business with a predetermined method for handling an ownership interest when an unexpected death occurs, while also potentially creating financial security for the business and the surviving family.

What Is a One-Way Buy-Sell Agreement?

A one-way buy-sell arrangement is essentially an agreement in which one party agrees to purchase an ownership interest from another party upon a specified triggering event, most commonly death.

The arrangement can be particularly interesting when a company has an important owner or key person whose continued involvement is critical to the business.

Instead of leaving the family, the business and the remaining owners to negotiate what happens after a death, the agreement establishes a process in advance.

That can provide something every business owner needs:

certainty.

The goal is not simply to create a legal document. The objective is to establish a coordinated strategy for:

  • Protecting the business

  • Providing liquidity

  • Creating a method for transferring ownership

  • Helping the deceased owner’s family receive value

  • Retaining important employees or key people

  • Avoiding a forced or poorly timed sale

  • Providing continuity for customers, vendors and employees

Why Key People Matter So Much

The podcast discussion begins with a real-world situation involving a company and a particularly valuable key person.

The individual was considered extremely reliable and important to the organization. The company initially considered an executive-benefit arrangement as a way of retaining that person.

That raises an important point:

Key-person planning and business-transition planning are often connected.

A business may have an employee or owner whose knowledge, relationships, production ability or leadership makes that individual extremely difficult to replace.

If that person dies unexpectedly, the financial consequences can extend well beyond the person’s salary.

The company could lose:

  • Customers

  • Revenue

  • Specialized knowledge

  • Leadership

  • Vendor relationships

  • Employees

  • Business value

That is why business owners should think about both retention and transition when evaluating their most important people.

The Connection Between Executive Benefits and a One-Way Buy-Sell

One of the interesting aspects of the strategy discussed in the podcast is the relationship between executive benefits and a one-way buy-sell arrangement.

An executive-benefit strategy may be used to help attract and retain an important employee.

But when the planning is coordinated with ownership and transition objectives, the same overall strategy can potentially address additional business concerns.

The key is to avoid looking at each financial strategy as an isolated transaction.

Instead, business owners should ask:

How does this strategy fit into the overall plan for the company?

A business may need to simultaneously:

  1. Retain an important person.

  2. Protect the company from the economic consequences of that person’s death.

  3. Provide an orderly transition of an ownership interest.

  4. Create liquidity for the person’s family.

  5. Maintain control of the business.

  6. Continue building business value.

A properly designed arrangement can bring these objectives together.

What Happens When an Owner Dies?

Without a plan, the death of an owner can create a difficult situation.

The deceased owner’s family may suddenly own an interest in a business they know little about.

The remaining owners may want to continue operating the company but may not have the cash to purchase the family’s interest.

The family may need liquidity.

The business may need time.

And everyone may have different ideas about what the ownership interest is worth.

That is a recipe for conflict.

A one-way buy-sell arrangement can establish the basic framework before the crisis occurs.

Rather than asking, “What do we do now?”, the parties have already determined what is supposed to happen.

Funding Is Just as Important as the Agreement

One of the most important lessons for business owners is that having a buy-sell agreement is not necessarily the same thing as having a funded buy-sell agreement.

An agreement can establish an obligation to purchase an ownership interest.

But where does the money come from?

This is where life insurance and other funding mechanisms may become important.

The podcast discusses arrangements involving life insurance, premiums, cash value and other planning considerations.

The basic concept is straightforward:

The funding should be designed at the same time as the agreement—not years afterward.

Otherwise, a business could have a perfectly drafted agreement but discover that it does not have the financial resources to carry out the transaction when the triggering event occurs.

The Family Has an Interest Too

Business owners sometimes focus almost entirely on what happens to the company.

But the owner’s family is also an important part of the equation.

Suppose an owner dies and leaves a substantial business interest to the family.

The family may now own an asset that is difficult to sell, difficult to value and difficult to manage.

The remaining owners, meanwhile, may need control of the business to continue operating it.

A properly structured buy-sell arrangement can potentially solve both problems.

The family receives value for the ownership interest.

The remaining owners or the business receive the ownership interest.

The company can continue operating.

That is the fundamental objective of transition planning:

Turn a potentially disruptive event into an orderly transaction.

The Importance of Starting Before There Is a Crisis

One of the recurring themes in business planning is that the best time to solve a problem is before it becomes a problem.

A death, disability, retirement or other unexpected event is not the time to begin discussing ownership.

The parties should already understand:

  • Who buys?

  • Who sells?

  • What triggers the transaction?

  • How is the value determined?

  • How will the purchase be funded?

  • What happens to the family?

  • What happens to the business?

  • What happens to the remaining owners?

  • How will the arrangement be reviewed as the company grows?

These questions should be addressed while everyone is healthy, the relationships are good and the business is operating normally.

Business Value Changes Over Time

Another reason these arrangements need to be reviewed is that businesses change.

A company that is worth $2 million today might be worth considerably more several years from now.

Key employees change.

Ownership changes.

Debt changes.

The company’s cash flow changes.

The owner’s personal objectives change.

The insurance funding may change.

Therefore, a buy-sell agreement should not be treated as a document that is created once and placed in a drawer.

It needs to evolve with the business.

The Bigger Lesson for Business Owners

The one-way buy-sell concept illustrates a much larger principle:

Business planning should be integrated.

Growth planning, key-person planning, executive benefits, protection planning, retirement planning and transition planning should not necessarily be viewed as separate subjects.

They can be different pieces of the same business-planning puzzle.

A successful business owner needs to build value.

But building value is only one part of the equation.

The owner also needs to protect that value and eventually determine how that value will be converted into personal financial security.

That is why transition planning should begin long before retirement.

Questions Every Business Owner Should Ask

If you own a closely held business, consider asking yourself:

  1. What happens to my company if I die tomorrow?

  2. Who would purchase my ownership interest?

  3. Does my family know what would happen?

  4. Is there a written buy-sell agreement?

  5. Is the agreement properly funded?

  6. Has the value of the company been updated?

  7. Would the business have enough liquidity to complete the purchase?

  8. What happens to our key people if they die?

  9. Could the loss of a key person significantly reduce business value?

  10. Does our current plan coordinate business protection with ownership transition?

If you cannot answer these questions clearly, your business may have a transition-planning gap.

Conclusion

A one-way buy-sell agreement is not simply a legal document. It can be part of a broader strategy for protecting a business, providing liquidity, retaining key people and creating an orderly transfer of ownership.

The most important point is that the agreement and the funding need to work together.

Business owners work for years to create valuable companies. The next step is making certain that an unexpected event does not destroy the value they worked so hard to create.

The objective should be simple:

Build the value. Protect the value. And have a plan to transition the value.

That is what effective business transition planning is designed to accomplish.

About the Podcast

This topic was discussed on Building and Protecting Your Business Worth, hosted by Thomas J. Perrone, CLU, CIC, of New England Consulting Group, Inc. The podcast focuses on strategies and ideas designed to help business owners build, protect and transition their businesses while creating greater financial security for their future.

tperrone@necgginc.com

Website: 

Comprehensive Business Planning Guide

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10 Mistakes Business Owners Make That Can Cause a Failed Transition or Exit

By Thomas J. Perrone, CLU,CIC

1. Waiting Until They Are Ready to Sell to Start Planning

One of the biggest mistakes is treating transition planning as something that begins when the owner decides to retire or sell.

A successful transition may require years of preparation. The decisions made today can determine the options available years from now.

Mistake: “I’ll deal with the transition when I’m ready to leave.”

Better approach: Build the business with the eventual transition in mind from the beginning.

2. Making the Business Too Dependent on the Owner

If the owner has to approve every decision, maintain every major relationship, and solve every important problem, the business may be difficult to transfer.

A buyer wants to purchase a business—not a job.

Mistake: Building a company where the owner is indispensable.

Better approach: Develop capable managers and employees who can operate the business without the owner’s constant involvement.

3. Focusing Only on Revenue Instead of Business Value

Revenue doesn’t automatically translate into a valuable business.

A prospective buyer will want to know whether the company can continue producing cash flow after the owner leaves.

Growth potential, cash flow, management depth, systems, customer relationships, culture, and owner dependence all affect the attractiveness of a business to a buyer.

Mistake: Assuming “more revenue” automatically means “more value.”

Better approach: Identify and strengthen the company’s actual value drivers.

4. Failing to Develop Key Employees and Management

A business that relies heavily on one owner—or a small number of key people—can become vulnerable when those people leave.

A strong management team gives the business continuity and can make it significantly more attractive to a future buyer.

Mistake: Keeping the business dependent on a few individuals.

Better approach: Develop people who can think and act like owners.

5. Ignoring Company Culture

Culture is often treated as something soft or secondary. But a strong culture can improve recruiting, retention, knowledge transfer, and employee loyalty.

When good employees stay, they accumulate knowledge, develop relationships, and strengthen the organization.

Mistake: Assuming culture has nothing to do with business value.

Better approach: Treat culture as an asset that contributes to the strength and continuity of the business.

6. Failing to Prepare for the Owner’s Death or Disability

One of the most important questions an owner should ask is:

What would happen to my business if I died tonight?”

The consequences can affect employees, customers, financing, family members, and the value of the business.

Mistake: Assuming there will always be time to deal with an unexpected event.

Better approach: Have a strategy for protecting the business against the unexpected.

7. Keeping Most of Their Wealth Trapped Inside the Business

Many owners spend decades accumulating wealth inside their company.

That can create concentration risk and make retirement more difficult because the owner eventually has to figure out how to convert business equity into personal financial security.

Mistake: Building a valuable business without developing a strategy for converting that value into personal wealth.

Better approach: Create wealth outside the business while continuing to build the company.

8. Failing to Build Systems and Processes

A buyer is not simply buying today’s income. The buyer wants confidence that the company can continue operating successfully after the transaction.

If the business’s knowledge, customer relationships, and operating procedures exist primarily in the owner’s head, the business becomes harder to transfer.

Mistake: Running the business through personal knowledge instead of documented and repeatable systems.

Better approach: Build systems and processes that allow the company to operate consistently without depending on the owner.

9. Having Advisors Who Work Independently Instead of Together

A business owner may have a CPA, attorney, financial advisor, insurance professional, and business consultant—but if each advisor works independently, important pieces of the transition plan can be missed.

The material emphasizes that effective planning occurs when the appropriate advisors work together to address the actual problems of the business.

Mistake: Assuming several individual plans automatically create one comprehensive plan.

Better approach: Coordinate the legal, tax, financial, insurance, and business planning.

10. Having No Written Plan for What Happens When the Owner Leaves

Ultimately, every business owner has to answer:

What happens to the business when I’m no longer running it?”

That could mean selling to a third party, transferring to family, transitioning to employees, or another strategy. The specific method isn’t the only issue—the important point is to begin preparing before the owner needs to make the decision.

Mistake: Building a successful company without deciding how that success will eventually be transferred.

Better approach: Develop a transition strategy years before the anticipated exit.

The Bottom Line

A failed transition is often not caused by a bad business.

It can be caused by a good business that was never prepared to survive the owner’s departure.

The business owner should be able to answer five basic questions:

  1. Could my business operate successfully without me?

  2. What makes my business valuable to a buyer?

  3. What happens if I die or become disabled tomorrow?

  4. How will I turn my business equity into personal wealth?

  5. What happens to the business when I leave?

The earlier these questions are addressed, the more options the owner has—and the greater the opportunity to build a business that creates wealth, protects that wealth, and ultimately gives the owner the freedom to leave on their own terms.

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The Most Important Document a Sole Proprietors Needs 

 

By Thomas J. Perrone, CLU,CIC NEW ENGLAND CONSULTING GROUP OF GUILFORD, INC.

It is an overlooked planning strategy. What happens to a sole proprietor’s business when they die? The business is a financial hub for the family. At death, the hub dries up. What will happen to the owner’s financial support for the family? What can be done to protect this fiscal impact? Along with the death of the business owner, there is the business’s assets, such as, equipment, receivable, inventory, and other business property. What happens to this property? Are the heirs in a position of receiving the top dollar for what is to be sold?

Most business owners spend years building their companies. They develop relationships with customers, employees, vendors, and suppliers. They create systems, build a reputation, and work hard to make the business successful.

For many owners, the goal is either to pass the business to their family or to sell it at a future value providing financial security for themselves.

But there is a problem:

What happens to the business if the owner suddenly dies, becomes disabled, retires, or simply can no longer run it?

Without a plan, the future of the business—and the financial security of the owner’s family—can become uncertain very quickly.

That is why a sole owner should consider a One-Way Buy-Sell Agreement, sometimes called a unilateral buy-sell agreement.

A Buy-Sell Agreement Isn’t Just for Businesses with Multiple Owners

Many people associate buy-sell agreements with businesses that have two or more owners. However, a 100% owner can also use a buy-sell agreement to establish what happens to the business when a triggering event occurs.

A sole owner can enter into a One-Way Buy-Sell Agreement with:

  • Children or other family members
  • A trust
  • A competitor
  • An employee or group of employees
  • Another individual or entity interested in purchasing the business

The purpose is simple:

Create a predetermined path for transferring the business and provide liquidity to the owner’s family.

Instead of leaving the family to figure out what to do with the business after the owner’s death, the agreement establishes a framework before the crisis occurs.

What Happens If the Business Is Simply Left to the Children?

Leaving a business for one’s children may sound like an obvious solution.

But ownership does not automatically mean that the children are prepared to run the company.

Some children may have the experience and desire to operate the business. Others may not.

They may not understand the industry, have the necessary management skills, or even want the responsibility of owning the company.

And if they inherit the business and decide they want to sell it, they may be forced to sell under circumstances that are not favorable to them.

The market determines the value. Competitors may recognize that the family is inexperienced and attempt to purchase the company at a significant discount.

A properly structured buy-sell agreement can provide a much more orderly alternative.

What About Leaving the Business to a Spouse?

Similar issues can arise when the business is left to a spouse.

In many cases, the spouse’s primary concern will not be running the business. It will be replacing the income and financial security that the owner provided.

That can create tremendous pressure to sell.

A spouse who suddenly finds themselves responsible for a business they have never operated may understandably want to convert the business into cash as quickly as possible.

A One-Way Buy-Sell Agreement can establish a predetermined buyer and a method for determining the value of the business.

The agreement can be funded with life insurance or, depending on the circumstances, through the future cash flow of the business.

What If a Competitor Is the Buyer?

A competitor can be an attractive buyer because it may already understand the industry and recognize the value of the company.

More importantly, a properly structured agreement can establish the price and terms in advance.

This can help protect the owner’s family from negotiating with potential buyers at a difficult and emotional time.

What If Some Children Want the Business and Others Don’t?

This is another situation that should be addressed before it becomes a problem.

Perhaps three children inherit the business; only one wants to do it.

Or one child has spent years working in the company and understands how to run it, while the other children have little or no business experience.

The agreement and the owner’s estate plan should address these differences.

The children who want to own and operate the business may have an opportunity to purchase the interests of those who do not want to participate.

Other assets can potentially be used to equalize inheritance among children.

The critical point is to make these decisions before the family is forced to put them under pressure.

Six Questions That Should Be Answered

If children or other family members will eventually own the business, the buy-sell agreement should address some fundamental questions:

  1. Who will control the business?
  1. What happens if one owner wants to sell?
  1. Can an owner sell their interest to an outsider?
  1. Does another family member have a right to refusal?
  1. How will the business be valued?
  1. What are the terms of a future purchase or sale?

These questions may seem straightforward today.

They can become extremely complicated after the owner is gone.

What Should a One-Way Buy-Sell Agreement Address?

A well-designed agreement should go beyond simply stating who can purchase the business.

  1. Future Owners Should Be Bound by the Agreement

If ownership is transferred to another person, the agreement should provide a mechanism requiring subsequent owners to become subject to its provisions.

Otherwise, the original agreement may lose much of its effectiveness over time.

  1. Establish a Valuation Process

Business value changes over time.

Rather than waiting until a triggering event occurs and then arguing about what the business is worth, the owner can establish a valuation process in advance.

One approach is to have the business valued periodically by an independent appraiser.

For example, the agreement could provide an annual or biennial valuation.

A consistent valuation process can help establish a history of the company’s value and reduce disagreements when a transaction eventually occurs.

  1. Restrict Transfers to Outsiders

The agreement can establish restrictions on transferring ownership of interest to someone outside the designated group.

It can also provide remaining owners or family members with a right to first refusal.

This can help prevent an unwanted third party from suddenly becoming an owner.

  1. Establish the Terms of a Future Transaction

Price is only one part of a business transaction.

The agreement should also establish the terms under which a future purchase may occur.

How will the purchase be paid?

Will there be installment payments?

What happens if the business does not have enough cash?

These issues should be addressed before they become problems.

  1. Identify Triggering Events

Death is not the only event that can create the need for a buy-sell agreement.

Other triggering events may include:

  • Retirement
  • Disability
  • Termination
  • Voluntary departure
  • Other circumstances that make continued ownership or management impractical

The agreement should clearly identify the events that activate its provisions.

  1. Address Funding

Having an agreement to purchase the business is one thing.

Having the money to complete the purchase is another.

The agreement should address how the purchase will be funded when a triggering event occurs.

Depending on the circumstances, funding could involve life insurance, business cash flow, financing, or other sources.

The agreement should not simply identify the buyer. It should provide a realistic mechanism for completing the transaction.

Who Should Be Concerned About a Buy-Sell Agreement?

The Business Owner

The owner has spent years building the business.

Without a plan, the future of the company can be left to chance, potentially creating confusion and disagreements among family members and other interested parties.

The Family

For many families, the business represents a sizable portion of their financial resources.

It may also represent their future source of income.

The family should know what is supposed to happen to the business and how its value will be converted into financial security.

The Owner’s Advisers

A One-Way Buy-Sell Agreement should not be viewed as a document that exists independently from the owner’s overall planning.

The owner’s attorney, CPA, insurance professional, financial adviser, and business transition or exit-planning professional may all have important roles in designing and implementing the plan.

Each adviser brings a unique perspective, and coordination among them can improve the likelihood of achieving the owner’s objectives.

The Real Reason a Sole Owner Should Have a Buy-Sell Agreement

There is one important reason for a sole owner to have a plan.

The owner knows the business better than anyone else.

The owner has developed relationships with customers, employees, vendors, suppliers, and other stakeholders that have helped make the business successful.

The owner has also developed an instinct for making the decisions necessary to keep the company moving forward.

When that owner suddenly disappears because of death, disability, or another triggering event, the business experiences a transition.

Customers may have questions.

Employees may be uncertain.

Vendors may become concerned.

Family members may not know what to do.

Potential buyers may see an opportunity to negotiate from a position of strength.

A One-Way Buy-Sell Agreement cannot eliminate every challenge associated with the loss or departure of an owner.

But it can provide something extremely valuable:

Clarity.

It can establish who will acquire the business, how the business will be valued, what the transaction terms will be, and how the owner’s family can receive the value that has been created.

For a business owner who has spent years building a valuable company, that may be one of the most important parts of the overall business transition plan.

Building a business is difficult. Protecting the value you have created should not be left to chance.

Article related:   Single appraiser buy and sell agreement

 

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Where You Are – Where You Could Be!

Why an Annual Review Is the Most Overlooked Step in Business Owner Planning

By Thomas J. Perrone, CLU, CIC | Founder, New England Consulting Group of Guilford, Inc.

Ask most business owners how their planning is doing, and they’ll tell you it’s fine. They’ll say it with confidence, too — the same way most of us would say we feel healthy on any given day. But ask that question in the middle of a CT scan, and the confidence tends to disappear. The difference isn’t your health. It’s what you can’t see.

Business owner planning works the same way. The plans you built years ago may have looked airtight the day you signed them. But time passes, tax law changes, your business changes, and your family’s needs change — and none of that shows up on the surface. The documents still sit in the drawer looking just as official as they did the day you filed them. What they don’t tell you is whether they still fit.

We get the documents completed and executed, feel good about it, and then one morning realize it’s been five years — or more — since anyone looked at them again.

A Familiar Story

This pattern shows up constantly — with my clients, and with the professional colleagues I work alongside every day. The planning gets done. Everyone feels the relief of finally having “taken care of it.” Then life takes over, and the plan quietly ages in place while the world around it keeps moving.

The real risk isn’t skipping the planning altogether — most owners eventually get that part done. The risk is discovering, years later, that Washington has rewritten the rules, your business has grown or changed shape, your family situation is different, and no one ever flagged it. If any of those shifts would have changed your strategy, the only real question worth asking is: when would you have wanted to know?

Building the Fix Into the System

This is exactly the problem I built the GWT Planning System® to solve. GWT stands for Growth, Wealth, and Transition — the three areas every business owner’s planning needs to work together, not in isolation. But good structure alone isn’t enough. A plan that’s well designed on day one and never revisited is still a plan that goes stale.

So, from the very beginning, the GWT Planning System® was built with an automatic annual review woven directly into it — not an optional add-on, but part of how the system runs. Every year, that review happens. Sometimes it’s in person. Sometimes it’s a phone call. Sometimes it’s a Zoom conversation. The format isn’t the point. The consistency is.

That built-in review does three things for every client:

  • It catches tax and legal changes coming out of Washington before they quietly undermine a strategy that used to work.
  • It keeps the plan aligned with the business itself, which rarely looks the same from one year to the next — revenue, staffing, ownership, and value all shift.
  • It accounts for changes at home — a marriage, a health event, a child’s changing role in the business, a shift in retirement timing.

The Most Critical Part of Planning

Over more than fifty years of doing this work, I’ve come to see this as the most important part of what I do — not just putting the right plan in motion but making sure it stays right as everything around it keeps changing. A plan is not a document you finish once. a relationship you maintain.

If you can’t remember the last time your plan was reviewed against today’s tax law, today’s business, and today’s family circumstances, that’s worth changing before it becomes a costly surprise. The goal isn’t to redo the planning every year — it’s to know, every year, exactly where you stand and where you could be.

The goal isn’t to redo the planning every year — it’s to know, every year, exactly where you stand and where you could be.

If it’s been a while since your plan had a real second look, let’s put one on the calendar.

tperrone@necgginc.com

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When Your Income Outgrows Your 401(k): The Retirement Funding Problem for High-Earning Business Owners

Summary: Business owners can’t save enough for their retirement because of the cash flow demands. 401k, and profit sharing plans limit their contributions, consequently they don’t save enough for retirement and have to depend on the value of their company for their future security. Unfortunately, only a small percentage of companies sell. This creates the Gap in their retirement planning.

By Thomas J. Perrone, CLU, CIC

One of the biggest retirement planning problems facing successful business owners is not earning enough money to retire.

It is the inability to put enough money into a traditional 401(k) or other contributory retirement plan to replace the income they are accustomed to earning.

For many business owners, this problem becomes especially important during the final three to five years before retirement.

The Contribution Limitation Problem

A business owner may be earning $250,000, $300,000, $400,000, or more per year. Naturally, as retirement approaches, the owner wants to accumulate enough retirement capital to maintain a reasonable percentage of that income.

The problem is that a traditional contributory retirement plan does not necessarily allow the owner to contribute in proportion to his or her income.

The amount the owner can contribute may be affected by the plan’s design, employee participation, employee compensation, nondiscrimination requirements, and applicable contribution limits.

This creates an important question:

How do you fund the retirement needs of a highly compensated business owner when the traditional retirement plan limits how much that owner can put away?

Consider a Simple Example

Imagine a business owner earning $250,000 per year.

Now compare that owner with an employee earning $100,000 per year.

Both may participate in the same 401(k) or contributory retirement plan. Yet the business owner’s retirement income need is substantially greater.

If the owner wants to retire at a level that is reasonably close to his or her final earnings, the amount that can be accumulated through the traditional plan may not be sufficient.

The employee earning $100,000 may have a much more manageable retirement funding objective.

The owner earning $250,000 has a much larger gap to fill.

And this becomes even more significant when the owner is only a few years from retirement.

The Last Three to Five Years Can Be Critical

Many business owners spend decades building their companies.

They reinvest profits.

They purchase equipment.

They hire employees.

They expand facilities.

They build working capital.

They grow the value of the business.

As a result, much of their wealth may remain inside the business rather than inside a retirement account.

Then, three to five years before retirement, the owner begins asking:

“How am I going to turn the value I’ve created in my business into retirement income?”

That is when the limitations of a traditional contributory retirement plan can become particularly apparent.

Trying to solve a lifetime retirement accumulation problem during the final few years with a plan that has contribution limitations may simply not work.

The Real Issue May Not Be Your Retirement Plan

This is why I believe business owners need to look beyond the question:

“How much can I contribute to my 401(k)?”

The more important question may be:

“How am I going to convert the wealth I’ve created in my business into the retirement income I want?”

Those are two very different questions.

A 401(k) is an important retirement planning tool. But for a successful business owner, it may be only one piece of the overall strategy.

The business itself may represent the owner’s largest asset.

The challenge is developing a coordinated strategy for:

  • Building business value
  • Protecting business value
  • Accumulating retirement assets
  • Creating additional sources of retirement capital
  • Reducing unnecessary taxes
  • Preparing the business for transition
  • Converting business equity into personal wealth

Don’t Wait Until Retirement Is Five Years Away

The earlier this issue is addressed, the more alternatives may be available.

If you are a business owner earning substantially more than your employees, don’t assume that maximizing your 401(k) contribution automatically means you have maximized your retirement planning.

Your business may be producing significant income today while simultaneously creating a retirement funding gap for tomorrow.

Most business owners don’t have a retirement savings problem. They have a business planning problem.

The goal should not simply be to put as much money as possible into a qualified retirement plan.

The goal should be to develop a coordinated strategy that allows you to grow, protect, and eventually transition the value of your business into the financial resources you will need after you stop working.

That requires looking at the entire picture—not just the retirement plan.

The Bottom Line

If you are a highly compensated business owner, especially one earning $250,000 or more, take a close look at the relationship between your current income, your retirement income goal, your retirement assets, and the value of your business.

If there is a significant gap, don’t wait until the final few years to discover it.

Your business may be your greatest retirement asset—but only if you have a plan for turning its value into personal wealth.

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The Insurance-Holding LLC: A Smarter Way to Fund Your Buy-Sell Agreement

 

By Thomas J. Perrone, CLU, CIC

Every multi-owner business eventually asks the same uncomfortable question: what happens if one of us dies, becomes disabled, or wants out? A buy-sell agreement answers the “what” — it’s the legal contract that says the remaining owners (or the business) will buy out a departing owner’s interest. But a buy-sell agreement is only as good as its funding mechanism. Promises to pay are worthless if the cash isn’t there when it’s needed.

Life insurance is the most common way to fund a buy-sell agreement, because it delivers cash exactly when it’s needed most — at death. The harder question is *who should own the policies*. For businesses with more than two or three owners, a growing number of advisors are turning to a special-purpose LLC created solely to hold those policies. Here’s how it works, and why it might be the cleanest solution on the table.

The Problem With the Traditional Options

There are two classic ways to structure buy-sell funding:

Cross-purchase agreements** have each owner personally buy a policy on every other owner. This works fine with two owners (two policies), but the math explodes quickly. Four owners need twelve policies. Six owners need thirty. Every time an owner joins or leaves, policies have to be rewritten. It’s an administrative nightmare, and it often means owners of different ages and health statuses paying wildly different premiums for equal buyout rights.

Entity-purchase (redemption) agreements** solve the multiple-policy problem — the company itself owns one policy per owner — but they create a different issue: when the company redeems a deceased owner’s shares, the surviving owners don’t get a step-up in the cost basis of their own interests. That can mean a much bigger capital gains tax bill down the road when they eventually sell

The LLC Solution

An insurance-holding LLC splits the difference. The owners form a separate LLC — sometimes called a “special-purpose entity” or “insurance LLC” — whose only job is to own and administer life insurance policies on each business owner. The LLC is typically structured as a partnership for tax purposes, with each business owner holding a membership interest proportional to their stake in the operating company.

Here’s the flow:

– The LLC purchases one policy on each owner’s life (not one per pairing, so the policy count stays low no matter how many owners there are).

– Each owner (or the operating business) contributes cash to the LLC to cover premiums.

– When an owner dies, the LLC receives the death benefit tax-free.

– The LLC uses those proceeds to purchase the deceased owner’s interest in the operating business, distributing it to the surviving members according to the buy-sell terms.

Because the LLC — not the individual owners — is treated as the policy owner and beneficiary, and because it’s taxed as a partnership, the surviving owners generally receive a basis step-up in their LLC interests similar to what a cross-purchase arrangement provides, while avoiding the multiple-policy headache of a true cross-purchase.

Why Owners Like It

Fewer policies, less administration. One policy per owner, held in a single entity, instead of a tangle of cross-owned contracts.

– Basis step-up preserved. Surviving owners’ tax basis generally increases, which can meaningfully reduce future capital gains taxes.

Avoids the transfer-for-value trap. Because all owners are members of the same LLC from the outset, properly structured transfers among them typically fall within IRS exceptions that keep the death benefit income-tax-free.

Built-in flexibility. New owners can be added as LLC members without rewriting a web of cross-purchase contracts.

Creditor separation. Holding policies in a distinct entity can offer a layer of separation from the operating company’s business risks.

What to Watch Out For

This structure isn’t a free lunch. It adds a second legal entity to maintain — its own operating agreement, its own tax filings, its own bank account for premium payments. The IRS has scrutinized partnership-owned life insurance arrangements in the past, so the LLC operating agreement needs to be drafted carefully, with real economic substance and clear treatment of premium contributions as capital contributions rather than disguised gifts. It also requires everyone to stay disciplined about funding premiums on time, since a lapsed policy defeats the entire purpose of the plan.

Is It Right for Your Business?

The insurance-holding LLC tends to make the most sense once you have three or more owners, where cross-purchase becomes unwieldy but the tax advantages over a straight entity redemption still matter. For two-owner businesses, a simple cross-purchase or entity-purchase plan may be all you need.

As with any buy-sell funding decision, this isn’t something to set up from a blog post. Work with a business attorney and a tax advisor who can model the specific numbers for your ownership structure, confirm the entity is respected for tax purposes, and make sure the policies, the operating agreement, and the buy-sell agreement itself are all pulling in the same direction. Get it right once, and it’s one less thing your partners have to worry about when the unexpected happens.

This article is for general informational purposes only and does not constitute legal, tax, or financial advice. Consult a qualified attorney and tax professional before implementing any buy-sell funding strategy.

 

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The Cheapest Way to Fund a Buy-Sell Agreement

By Thomas J. Perrone, CLU, CIC

Picture this: you and your business partner built something real together. Four million dollars in value, split fifty-fifty. Then, out of nowhere, your partner passes away. His widow now owns half your company. She doesn’t want to run it. She wants her money — now.

If that thought makes your stomach drop, you’re not alone. And here’s the uncomfortable truth: having a buy-sell agreement doesn’t mean you’re actually prepared for this moment.

Your Buy-Sell Agreement Is Only Half the Plan

Most business owners think a buy-sell agreement has them covered. It names a price. It names the terms. It says, in black and white, what happens when a partner leaves — through death, disability, divorce, or simply deciding to walk away.

But an agreement is only the what. It says nothing about the how. How does the money actually move from the surviving owner’s pocket into the widow’s hands? That question is where most buy-sell arrangements quietly fail — not in a courtroom, but at the bank, when it turns out the cash simply isn’t there.

Without a funded plan, owners are usually left with one of three bad outcomes:

– A fire sale — the business gets sold fast, often to a stranger, just to raise the cash.

– A forced partnership — you end up running the company with someone who never wanted to be your partner.

– The bank calls the loans — lenders get nervous about ownership uncertainty and tighten the noose.

None of that is good. And all of it is avoidable — if you fund the agreement properly, ahead of time.

The Three Ways to Fund a Buyout

Let’s use a simple example: a $4 million business, owned 50/50, with a $2 million buyout obligation. There are three real ways to cover that number.

Option 1: Cash

The instinct for a lot of owners is to just save up. Sounds responsible enough — until you run the numbers.

If your business generates $400,000 a year in distributable profit, split evenly, that’s $200,000 per partner. To fully self-fund a $2 million buyout, you’d need to set aside your entire share of profit for ten years. No raises. No reinvestment. No growth. Just money sitting there, doing nothing, in case the worst happens.

And here’s the problem nobody wants to say out loud: what if the event happens in year two? You’re $200,000 into a $2 million obligation, and your business has spent two years running on fumes because all its profit was parked in a savings account instead of working.

Cash funding only works in one scenario: if you never actually need it. The moment you do, it’s never enough.

Option 2: Borrowing

The next instinct is to borrow — a bank loan, or a note payable to the estate over time.

On a $2 million buyout, financed over ten years at 7%, you’re looking at roughly $28,000 a month. Over the life of that loan, total interest adds up to about $800,000 — money that leaves your business permanently and goes straight to the bank.

And the interest isn’t even the biggest problem. Borrowed money comes with strings: personal guarantees, the business pledged as collateral, and payments due no matter what — recession or not, lost customers or not. On top of that, a departing partner’s estate has little reason to accept a slow note when the agreement says they’re owed full value now. Notes get renegotiated. Disputes happen. And the business you’re trying to protect ends up in court anyway.

Cash starves the business. Debt mortgages it. Which brings us to the option that actually works.

Option 3: Life Insurance

Here’s the idea, and it’s refreshingly simple. You take out a life insurance policy on your partner. The business — or a properly structured trust — owns the policy and pays the premium. When your partner passes away, the death benefit arrives tax-free, within weeks. That’s your buyout, fully funded, on the spot. No fire sale. No note. No bank involved.

For a healthy partner in his fifties, a $2 million death benefit typically costs somewhere between $20,000 and $40,000 a year in premium, depending on how it’s structured.

Now compare that to the alternatives:

| Funding Method | Cost Profile | Key Risk |

  1. Cash (self-funded) | $200K/yr of profit for 10 years | Starves the business; badly exposed if the event happens early |
  2. Borrowing | ~$28K/mo; ~$800K in total interest | Collateral, personal guarantees, payments due regardless of performance |
  3. Life Insurance (trust-owned) | ~$20K–$40K/yr premium; full coverage from day one | Requires correct ownership structure and an insurable partner |

The number that tends to get people’s attention: a trust-owned life insurance approach runs roughly 74% less expensive than the next best option. And unlike cash, the coverage is fully in place from day one — not after a decade of saving.

How to Structure the Policy

Once you’ve decided insurance is the right tool, you still have to structure it correctly. There are two standard approaches.

Cross-purchase agreement. Each partner personally owns a policy on the other. When one dies, the survivor collects the death benefit and buys the deceased partner’s shares directly. Simple, clean, and it works especially well with two partners.

Entity purchase (stock redemption). The business itself owns the policies and buys back shares from the deceased partner’s estate. This tends to be easier to administer when there are three or more partners involved.

Which one is right depends on your entity type. C-corporations can run into alternative minimum tax issues under certain structures. S-corporations raise their own questions around ownership and basis. This is exactly the kind of decision that shouldn’t come from a template you found online — the structure you choose has tax consequences that can follow your family for a generation.

The Advanced Move: Trust-Owned Insurance and Key Person Coverage

If you want to do this the smart way, there’s a more sophisticated layer worth knowing about.

Irrevocable life insurance trusts. Instead of you or the business owning the policy, a trust owns it. Why bother? Two reasons. First, it keeps the death benefit out of your taxable estate — for owners with real net worth, that can mean millions in estate tax the family never has to pay. Second, the trust controls the timing and terms of the payout, so the proceeds go out exactly as the agreement says, instead of becoming a bargaining chip.

Key person insurance. This is a different tool entirely — it protects the business, not the ownership transfer. If you’ve got a key employee who runs operations or holds your most important customer relationships, their death would hit the business hard: lost revenue, lost relationships, a scramble to replace them. Key person coverage puts cash into the business to bridge that gap. It’s not for the buyout. It’s for survival. Any business with roughly five to fifty employees should have this on the radar.

Four Mistakes That Cost Owners the Most

1. Buying term insurance that expires. Buy-sell needs are permanent — you can’t predict the year something happens. Permanent coverage is the honest answer.

2. Getting the policy ownership wrong. If the person who owns the policy isn’t the same person who owes the buyout, the death benefit can trigger a tax problem and defeat the whole plan.

3. Letting the valuation go stale. The agreement says $4 million, but the business is now worth $9 million. That’s not a plan anymore — it’s a time bomb.

4. Assuming your partner is insurable. If there’s a health issue, you want to know now, while you can still get coverage — not after it’s too late.

What to Do This Week

You don’t need to overhaul everything today. Start here:

1. Pull your buy-sell agreement and ask the honest question: is this actually funded, or does it just look funded on paper?

2. Get a life insurance illustration on your partner. Just the numbers — no commitment required.

3. Have the conversation with your partner. It’s awkward, sure. But it’s a lot less awkward than the widow, the fire sale, or the bank calling your loans.

A buy-sell agreement is only as good as its funding. Of the three options — cash, borrowing, and life insurance — insurance, especially when trust-owned, is the one that’s cheapest, fastest, and most reliable when it actually matters. Get the funding question answered now, while everyone’s calm and thinking clearly, so the only thing left to work out later is the number.

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You Built the Business. Now Let’s Make Sure It Pays You Back.

By: Thomas J. Perrone, CLU,CIC -New England Consulting Group of Guilford, Inc.

A planning system that helps business owners build value in their business,  stop overpaying taxes, stop losing wealth, and creates  business value and aa path so they can walk away from their business with their wealth, and on their own terms.

The Problem

Many business owners struggle to build personal wealth because business cash flow demands keep their money tied up. Our three-step process creates financial clarity, helps reduce wealth lost to taxes and uncertainty, and positions owners to walk away wealthy when it’s time to exit.”

Most business owners struggle with creating future wealth for their personal economic security because their businesses require so much of the financial resources and cash flow to continue to operate and grow the business.

You started with nothing but an idea and a willingness to outwork everyone else. Years later, youve built something real — payroll, customers, a name people trust.

But heres what nobody tells business owners: most of your wealth is trapped. Its tied up in a business thats hard to value, harder to sell, and taxed at every turn. Your retirement plan is a vague hope that someone, someday, will buy the company for what its worth.

Meanwhile, every year you wait:

  • You overpay taxes on money you’ve already earned
  • Inflation and poor structuring quietly erode what you’ve built
  • Your business becomes more dependent on you, not less — which makes it harder to sell or step back from

You didnt spend decades building this business just to hand the upside to the IRS, or to find out too late that no one wants to buy it.

You built it so you could walk away wealthy.

The Guide

Thats the problem I solve for with business owners — not as a generalist financial advisor, but as a specialist in one specific question:

How do you turn the value locked inside your business into wealth in your own hands?

I understand how hard you’ve worked—and how much of that effort has yet to become personal wealth. I learned this firsthand when my father died at 51 with nearly all his business value trapped inside the company. The company was ultimately sold for pennies on the dollar. The heartbreak my family endured motivated me to make sure other business owners would never have to experience a situation like ours.

A Three Step System to Extract the Wealth You’ve Built When You Need It the Most!

#1 GROW Find out what your business is worth AND if you are taking advantage of all the planning opportunities available to you. A three-minute survey, called the Business Owners Personal Viewpoint, gives us enough info to create a WHERE YOU ARE REPORT”. (A Barometer of your business).

We start with a clear-eyed look at your business value today, and whats driving — or hurting it. Also, what areas of your planning are effective and ineffective up to now!

#2 PROJECT WEALTH — Stop the leaks- and missed opportunities!

We find where you are overpaying in taxes and where your personal wealth is exposed — then fix it. “OUR DISCOVERY REPORT

#3 TRANSITION — Build your exit before you need it

We build the plan that lets you leave the business — by choice, not by crisis — with the money in your pocket, not just the memories. It is a plan by “Design” and not a plan by “Default”.

Resources:

Check out this video:  “Business Owners Getting This Wrong: A trapped Retirement plan. 

Get your Free Report: Building Wealth Through Your Business!

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The Asset Gap: The Silent Threat to Your Exit Plan

By Thomas J. Perrone, CLU, CIC (Excepts from John Brown’s “The Definitive Guide To Addressing The Asset Gap. (Thank you John)

Why the number in your head may have nothing to do with the number you actually need — and how to find out before it’s too late to fix.

The Asset Gap: The Silent Threat to Your Exit Plan

Most business owners believe they know two numbers cold: what their business is worth, and what they’ll need to live on once they sell it. Those two beliefs quietly shape every decision an owner makes about timing an exit, negotiating a deal, and walking away with peace of mind. The uncomfortable truth is that for the vast majority of owners, at least one of those numbers is wrong — and the gap between belief and reality has a name: the Asset Gap.

What Is an Asset Gap, Really?

The Asset Gap is simply the difference between what a business owner currently has and what that owner actually needs to exit the business on his or her own terms. It sounds like a straightforward math problem. In practice, almost no owner has done the math.

Every real Gap Analysis asks five questions:

  • Is your financial security goal accurate, or unrealistically low?
  • Have you accurately quantified the resources available to you today?
  • Do you have an Asset Gap — a shortfall between what you have and what you need?
  • How big is that gap?
  • What must you do to close it?

Here is the number that should stop every owner in their tracks: only 18% of business owners have ever discussed their exit with an Exit Planning Advisor. The other 82% are running their most important financial decision on assumptions, sentiment, and hope — often until it is too late to do anything about it.

The Misperception Spell

John H. Brown, founder of the Business Enterprise Institute, gave this problem a name: the Misperception Spell. It describes what happens when the information an owner is using to plan an exit is vastly different from the facts. Six assumptions feed the spell most often:

  • The amount of income they’ll need after they exit
  • How long they and their spouse will live
  • The rate of return they expect on invested assets
  • The value they assign to their company
  • The growth rate they predict for value and cash flow
  • The net proceeds they expect from a sale

The Misperception Spell isn’t a character flaw — it’s just what happens when nobody has run the numbers.

Francis: A Gap Analysis in Action

Consider Francis, a business owner who was confident he had no Asset Gap at all. When his numbers were finally tested against the facts, the picture changed dramatically.

What Francis TrackedHis AssumptionThe Facts (After Gap Analysis)
Business value$1.5 million$1 million (appraised, pre-tax)
Post-exit income needed$120,000 / year$200,000 / year (pre-tax)
Years of retirement funded25 years33 years (life expectancy)
Withdrawal / return rate7%4%
Investable assets needed~$2 million$4.5–5 million

The result: a real Asset Gap of $2 to $3 million — not the $0 gap Francis believed he had. Every one of his assumptions was reasonable. Every one of them was also incomplete or optimistic in a way that, left unchecked, would have surfaced only after he could no longer fix it.

The Asset Gap as a Map

Every client’s journey toward a successful exit has four elements, and they answer four simple questions: Where are you? Where are you going? What’s the distance? How do you get there?

  • A Starting Point — business value (after tax), non-business investments, and expected Social Security.
  • A Destination — the investable assets needed, based on life expectancy and spending needs.
  • The Distance — the dollar gap between what an owner has today and what the goal requires.
  • The Map — a step-by-step plan, built with the owner’s Advisor Team, to close the gap by the exit date.

A Small Investment Buys Real Facts

Francis’s full Gap Analysis — a business appraisal, a CPA review, and a financial planning assessment — cost him $5,000. Professional valuations of this kind typically run $5,000 to $10,000: a modest price next to the cost of building an entire Exit Plan on guesses.

A real Gap Analysis pays off in five ways. It:

  • Clears misperceptions before they sabotage the Exit Plan
  • Keeps owners in control of their business and their timeline
  • Replaces assumptions with facts the whole Advisor Team can use
  • Puts the upfront cost in context against the far greater cost of guessing wrong
  • Motivates owners to act sooner, while there is still time to close the gap

Be the Exception

Most owners discover the true size of their Asset Gap only when they are ready to exit — the one moment when it is hardest, and sometimes impossible, to do anything about it. You do not have to be one of them.

Review the five Gap Analysis questions early, and revisit them often. Replace sentiment and hope with facts from a real Advisor Team. Give yourself the best chance to exit when you want, for the money you need, to the person you choose.

Ready to Find Your Number?

If you have never had your own Asset Gap quantified, now is the time — not the year you plan to walk away. Take the three-minute Business Owner Viewpoint Survey to get your own “Where You Are” report, or reach out directly to start a conversation about your Gap Analysis.

Thomas J. Perrone, CLU, CIC

President & Founder, New England Consulting Group of Guilford, Inc.

203.530.6615 | tperrone@necgginc.com

Source contribution: John Brown and the Business Enterprise Institute, Exit Planning Series.

Why So Many Business Owners Outgrow Their 401(k)—But Never Build the Retirement They Deserve

By Thomas J. Perrone, CLU, CIC

If you’ve built a successful business, you’ve already accomplished something most people never will.

You’ve taken risks, created jobs, served customers, and built something of real value.

Yet there’s one question that quietly follows many successful business owners throughout their careers:

Will my business be enough to fund my retirement?”

For many owners, the uncomfortable answer is, “I hope so.”

The Hidden Retirement Problem

Business owners think differently than employees. When extra cash is available, it usually goes right back into the business.

  • Hiring another employee.
  • Purchasing equipment.
  • Expanding operations.
  • Investing in marketing.
  • Solving the next challenge.

The business always seems to come first.

Over time, something surprising happens. The business becomes the retirement plan.

On paper, many owners appear wealthy because most of their net worth is tied up inside their company. But when it’s time to retire, they discover they haven’t created enough wealth outside of the business to support the lifestyle they’ve worked so hard to achieve.

That’s a risky position to be in.

Your Business Is an Asset—Not a Retirement Plan

Many owners assume they’ll simply sell the business one day and retire comfortably.

Unfortunately, life doesn’t always cooperate.

Markets change. Buyers disappear. Industries evolve. Health issues arise. Family circumstances shift.

A business that looks valuable today may not sell for what you expect tomorrow.

Even if it does sell, taxes, transaction costs, and changing market conditions can significantly reduce the amount you actually keep.

Putting your entire retirement future on one asset—even one you built yourself—is concentration risk.

The wealthiest business owners understand that retirement security comes from diversification, not hope.

Cash Flow Is the Real Challenge

Most owners don’t ignore retirement because they don’t care.

They ignore it because cash flow always seems to demand attention somewhere else.

There is payroll to meet.

Taxes to pay.

Inventory to purchase.

Unexpected expenses.

Growth opportunities.

Retirement planning becomes something they’ll “get to next year.”

Then next year becomes five years.

Five years becomes ten.

Before long, retirement is much closer than anyone expected.

Clarity Changes Everything

The biggest obstacle isn’t a lack of income.

It’s a lack of clarity.

Most business owners have never been shown a strategy that allows them to continue investing in their business while intentionally creating personal retirement wealth outside of it.

Once they understand how to redirect cash flow efficiently, retirement planning becomes less about sacrifice and more about strategy.

That’s when real confidence begins.

Introducing the GWT System

Our firm developed the GWT System® (Grow Wealth Transition) because we repeatedly saw successful business owners facing the same challenge.

They were building exceptional businesses—but not building enough personal retirement wealth.

The GWT System is designed to help business owners:

  • Create a clear retirement roadmap.
  • Build wealth outside the business.
  • Use tax-efficient executive compensation strategies.
  • Reduce dependence on selling the business for retirement.
  • Gain confidence that their personal financial future is as strong as the company they’ve built.

The goal isn’t to replace your business.

The goal is to ensure your business supports your retirement instead of becoming your only retirement plan.

You Deserve More Than Hope

You didn’t build your business by hoping things would work out.

You built it with planning, discipline, and smart decisions.

Your retirement deserves the same attention.

Imagine reaching retirement knowing your lifestyle doesn’t depend on the timing of a business sale or the state of the economy.

Imagine knowing your personal wealth is growing alongside your business.

Imagine having choices instead of uncertainty.

That’s what financial clarity creates.

The Next Step

If you’ve spent years building your business, now is the time to begin building the retirement you’ve earned.

The earlier you create a strategy, the more options you have.

The GWT System helps business owners turn today’s success into tomorrow’s financial independence—so retirement becomes a destination you can look forward to with confidence, not uncertainty.

Because after a lifetime of building your business, you deserve a retirement built with the same level of purpose.

Download the Free Report: Building Retirement Wealth Through Your Business” 

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New England Consulting Group of Guilford, Inc.

tperrone@necgginc.com

http://www.bpbpgrp.com/tom