Business Succession Planning
Most family and closely held businesses don't survive the move to the next generation, usually because no one planned the handoff. We help Pacific Northwest owners decide where the business goes, build the buy-sell agreements and ownership transfers that get it there, and do it in a way that keeps the tax, and the family, from breaking the company apart.
Talk to an attorneyFounded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Founded
1965
Attorneys
3
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Business succession planning lawyers for Bellevue and Seattle owners
Oseran Hahn helps Pacific Northwest business owners plan the transition of a closely held or family business, whether that means passing it to the next generation, selling it to key employees, or exiting to an outside buyer. Succession is where the business plan and the estate plan meet, and getting it wrong, through no buy-sell, no successor, or no tax planning, is how companies and families come apart at the worst possible moment. We help you choose the path, structure the transfer to manage the tax, and coordinate every document so the handoff actually holds.
Business succession is a sequence of decisions: where the business goes, how the owners are bought out, how ownership moves without a tax disaster, and who actually runs it after. We help you choose the successor. We build the buy-sell. We transfer ownership while managing the tax. We separate ownership from control. And we coordinate the corporate documents, the estate plan, and the deal so they all point the same way.
Choosing where the business goes
The first decision is who takes over: family, key employees and management, or an outside buyer, and each path runs differently. We help you weigh them honestly, a family transfer that keeps the business in the family but can strain it, a management buyout that rewards the people who built it, or a third-party sale that maximizes cash but ends your family's involvement. We pressure-test which heirs or employees actually want the business and can run it, because the wrong successor is the most common reason a succession fails.
The buy-sell agreement
For any business with more than one owner, the buy-sell agreement is the backbone of succession. It sets what happens to an owner's interest on death, disability, retirement, divorce, or a falling-out: who can buy, at what price, and on what terms. We draft cross-purchase, entity-redemption, or hybrid structures, fix a valuation method that will actually be respected for estate-tax purposes (IRC 2703), and coordinate the funding, often life or disability insurance, so the buyout can be paid. Without one, a deceased owner's shares can land with an heir who has no business being a partner.
Moving ownership while managing the tax
Transferring a business is a transfer-tax event, and the structure decides what it costs. We use family LLCs and limited partnerships to consolidate ownership and gift minority interests at valuation discounts for lack of control and marketability (within the limits of IRC 2704), sales and gifts to grantor trusts (IDGTs) that freeze today's value and shift future growth to the next generation, GRATs (IRC 2702), and recapitalizations that separate voting from economic interests so you can give away value without giving up control. We coordinate it with your estate-tax plan and Washington's $3 million exemption (RCW 83.100), because succession and transfer-tax planning are the same problem.
Separating ownership from management
Owning the business and running it are different things, and a good plan handles both. We build the governance that lets you transfer economic ownership while keeping, or gradually handing off, control: voting and non-voting interests, management agreements, and the operating-agreement provisions that set how decisions get made after you step back. We also address keeping the key non-family people who make the business work, through retention agreements, deferred compensation, or equity incentives, so the value doesn't walk out the door with them.
Coordinating the documents and the deal
Succession touches the operating agreement, the estate plan, the buy-sell, the insurance, and sometimes a sale agreement, and they all have to agree. We make sure the corporate documents permit the transfers the plan calls for, that the estate plan and the buy-sell point the same direction, and that a third-party sale, when that's the path, is negotiated and papered to protect you. Our business and estate lawyers work the same file, so the company side and the family side don't end up contradicting each other.
Sixty years of Pacific Northwest business and estate work, under one roof, means the people structuring your buy-sell and the people planning your estate are on the same team, working the same file, so the company side and the family side don't end up in conflict.
We plan the business and the family together.
Succession and estate tax are the same problem, and we treat them that way. Our corporate and estate lawyers share the file, so the buy-sell, the operating agreement, and the estate plan are built to agree instead of fight.
The buy-sell is where it lives or dies.
Most succession failures trace to a missing or toothless buy-sell. We get the price method, the triggers, and the funding right, so when an owner dies, leaves, or splits, the buyout actually happens the way everyone expected.
We move value without giving up control.
Valuation discounts, sales to grantor trusts, and voting versus non-voting recapitalizations let you transfer the economics of the business to the next generation while you keep your hand on the wheel as long as you want it there.
The attorneys behindthe work.
Our business and corporate attorneys handle this work alongside our litigation team, so you have coverage whether your matter stays transactional or becomes something more.
What clientsask us first.
When should I start succession planning?
Earlier than feels necessary, usually five to ten years before you want out. The tax-efficient tools, gifting discounted interests, sales to trusts, grooming a successor, all work better with time, and a sudden death or disability without a plan can force a fire sale or a fight. If you own a business you intend to leave or sell, it's worth starting the conversation now.
What's a buy-sell agreement, and do I need one?
It's the contract among business owners that controls what happens to an owner's interest on death, disability, retirement, divorce, or departure: who buys, at what price, and how it's paid. If your business has more than one owner, you need one; it's the single most important succession document. We draft it and coordinate the insurance that funds it so the buyout isn't just theoretical.
Can I give the business to my kids without a huge tax bill?
Often, yes, with structure. Using family entities, valuation discounts, and sales or gifts to grantor trusts, you can transfer substantial value, and its future growth, at a fraction of the transfer-tax cost of doing nothing. Washington's $3 million estate-tax exemption makes this matter for many business-owning families. The key is starting before the business is worth more, because you're taxed on today's value, not yesterday's.
How do I treat the kids in the business fairly against the ones who aren't?
This is one of the hardest parts, and it's as much family as law. A common approach gives business interests to the children who work there and equalizes the others with non-business assets or life insurance, sometimes using non-voting interests so inactive children share in the value without controlling operations. We help you design something that's fair without setting up the next family fight.
What if no one in the family wants the business?
Then the plan is an outside exit: a sale to a third party, a management buyout, or in some cases an ESOP. Each has different tax and timing consequences, and each takes preparation to maximize value. We help you get the business sale-ready and handle the transaction, which is where our business and M&A work meets the succession plan.
What happens to my business if I die without a plan?
Without a buy-sell and an estate plan that addresses the business, your interest passes under your will or by intestacy, possibly to people who can't or shouldn't run it, and your co-owners may be stuck with them. The business can stall over who's in charge, and a forced sale at a low price is common. A plan prevents that; it's the difference between a transition and a crisis.
Recentarticles.
Business succession planning for Pacific Northwest family and closely held companies, from buy-sell agreements to tax-efficient ownership transfers and outside sales.
Oseran Hahn P.S. · 11225 SE 6th St, Suite 100 · Bellevue, WA 98004
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