PLLC Buy Sell Agreement
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					           Buy-Sell Agreement of Professional Limited Liability Company

       Agreement made this the (date), among Dr. Doe of (street address, city, state,
zip code), Dr. Roe of (street address, city, state, zip code), and Dr. Smith, of (street
address, city, state, zip code), hereinafter called the Members, and the ABC Clinic,
PLLC, a limited liability company organized and existing under the laws of the state of
(name of state), with its principal office located at (street address, city, state, zip code),
referred to herein as hereinafter called the PLLC.

     Whereas, the Members are now engaged in the practice of medicine, under the
name of ABC Clinic, PLLC; and

       Whereas, the respective interests of the Members in the PLLC are as follows:

              Dr. Doe                                     35%

              Dr. Smith                                   35%

              Dr. Roe                                     30%

       Whereas, the Members desire to arrange for the sale to the PLLC of the interest
of a deceased Member in the PLLC, and to provide for the continuation of income to the
estate of a deceased Member; and

       Whereas, the Members believe it to be in their best interests and in the best
interests of the PLLC, that the interest of a deceased Member be acquired by the PLLC;

       Whereas, the PLLC shall not be liquidated but shall continue to do business
under the management of the surviving Members; and

       Whereas, the PLLC has arranged to provide the funds needed to acquire the
interest of a deceased Member and to continue income to the estate of a deceased
Member through life insurance on the lives of the Members;

     Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:

   I. Purchase of Insurance.

       A.     PLLC shall purchase insurance on the life of each Member in an amount
       equal to the value of such Member's interest in the PLLC, and name itself as
       beneficiary of the policies. All policies and the amounts thereof are listed in
       Schedule A attached to and made part of this Agreement, and the Members
       consent to the purchase of such policies. The policies will be owned by the
       PLLC, and the policies and any proceeds received thereunder shall be held by
      the PLLC for the purposes of this Agreement. The PLLC shall have the right to
      purchase additional insurance on the life of any Member whenever, in the opinion
      of the PLLC, additional insurance may be reasonably required to carry out its
      obligations under this Agreement. However, this right may only be exercised if
      the insured Member consents after being advised in writing of the amount of
      such additional insurance and the fact that the policy will be owned by the PLLC
      and it will be the beneficiary. Any additional policies shall be listed in Schedule A
      and shall otherwise be subject to the terms of this Agreement.

      B.    The PLLC shall pay all premiums on insurance policies purchased by it
      pursuant to this Agreement and shall exhibit proof of payment to the respective
      Members within 15 days after the due date of each premium. All sums so
      expended shall be treated as expense of the PLLC. The PLLC shall be the sole
      owner of the policies issued to it, but shall not, during the term of this Agreement,
      modify or impair any of the rights or values under such policies.

II.     Death. Upon the death of any Member, the PLLC shall collect the proceeds of
the insurance policies on the life of the deceased Member. Such proceeds shall be used
for the following purposes:

      A.       The PLLC shall purchase the entire interest of the deceased Member from
      his or her estate, and the estate shall sell such interest to the PLLC. Upon receipt
      of title to decedent's interest of the PLLC, the PLLC shall pay such proceeds, or
      so much thereof as may be necessary, to the deceased Member's personal
      representative in payment for the decedent's interest in the PLLC. Such interest
      shall be divided among the surviving Members in the proportions in which they
      share in the profits and losses of the PLLC. The books of the PLLC shall be
      adjusted to reflect this transaction.

      B.     The purchase price of the interest of a deceased Member shall be an
      amount equal to the sum of the following items: (i) the capital account of the
      decedent as disclosed by the books of the PLLC as at the end of the last fiscal
      year before death, including his or her proportionate share of the cash surrender
      values of all policies of insurance owned by the PLLC, and (ii) the decedent's
      share of PLLC profits (including his or her proportionate share of the excess of
      the death proceeds of the policy on the decedent's own life over the cash value
      of such policy theretofore included among the PLLC assets), or less the
      decedent's share of PLLC losses, computed from the beginning of the fiscal year
      in which death occurred to the last day of the month in which such death
      occurred, adjusted for all contributions and withdrawals by the decedent during
      such period.

      C.      The heirs, descendants, and assigns of the deceased Member shall
      participate in the net profits of the PLLC starting with the first day of the month
      following the month of death of the Member and continuing for a period of
      (number) years. The share of the estate of a deceased Member shall be equal to
      two-thirds of the net profits which the deceased Member would have received
        had he or she remained alive and continued as a Member. The share of the net
        profits payable to the estate of the deceased Member shall be payable in monthly
        installments on the last day of each month and shall be based upon the
        assumption that the PLLC profits for a current year will equal eighty five percent
        (85%) of the PLLC profits for the last preceding year. Any necessary adjustments
        shall be made upon the closing of the books for each calendar year, and a final
        adjustment shall be made at the end of the five-year participation period. To
        absorb the difference between the deceased Member's proportionate interest in
        the profits of the PLLC and the participation percentage of his or her estate, the
        interests of the surviving Members in the PLLC shall be increased in the
        proportions of their respective interests.

        D.      For the purpose of the 
Description: A professional limited liability company (PLLC) is a limited liability company in which the members are engaged in rendering professional services. It may provide professional services only to the extent that a professional corporation may do so under the conditions and limitations imposed by the applicable licensing statute. This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),