[{"data":1,"prerenderedAt":505},["ShallowReactive",2],{"document-proposal-of-determination-of-the-fair-market-value-of-share-D337":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":504},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"PROPOSAL OF DETERMINATION OF THE FAIR MARKET VALUE OF SHARES This Proposal of Determination of the Fair Market Value of Share Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [SHAREHOLDER] (the \"Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] FAIR MARKET VALUE OF THE CLASS A SHARES For the purposes of this Agreement, the Fair Market Value of the Class A shares (the \"Subject shares\"), shall be determined as follows and shall not take into account any minority discounts: no later than [NUMBER] days after the receipt by either shareholder of a notice from the other shareholder that a determination of Fair Market Value of the Subject shares is required under the terms of this Agreement (the \"Determination Notice\"), each of the shareholders shall submit at the same time to the Auditors a confidential written evaluation of its determination of the Fair Market Value of the Subject shares; if one shareholder does not submit its evaluation as and when provided for in subparagraph 1.1.1 above, the Fair Market Value of the Subject shares, for all purposes of this Section, shall be the evaluation submitted pursuant to subparagraph 1.1.1 above by the other shareholder; however, if each of the shareholders submits its evaluation as provided in subparagraph 1.1.1 above, these two evaluations shall be forthwith disclosed simultaneously by the Auditors to the shareholders and, if, as calculated by the Auditors, there is less than a [PERCENTAGE %] percent difference between the [NUMBER] evaluations submitted, then the Fair Market Value of the Subject shares, for all purposes of this Section, shall be the arithmetic average of the [NUMBER] evaluations submitted by the shareholders; if, as calculated by the Auditors, there is more than a [PERCENTAGE %] percent difference between the two evaluations submitted by the shareholders, then the Auditors shall, by written notice delivered forthwith to the shareholders, request the shareholders to constitute an Evaluation Panel for determining the Fair Market Value of the Subject shares; Each of the shareholders, by written notice to the Auditors delivered no later than [NUMBER] days after the delivery of the aforementioned notice by the Auditors, shall designate an evaluator (the \"Evaluator\") which is not an evaluator listed in the most recent list of Third Evaluators; in the event one of the shareholders fails to designate an Evaluator within such than [NUMBER]-day period, the Fair Market Value of the Subject shares, for all purposes of this Section, shall be the evaluation previously submitted by the other shareholder who has so designated an Evaluator; if both shareholders designate an Evaluator within the [NUMBER]-day period, either shareholder may request the party whose name appears first on the then current List of Third Evaluators to act as Third Evaluator on the Evaluation Panel, and, if the first party refuses or is unable to act, then the second and if it refuses or is unable to act, then the third and if it refuses or is unable to act, then the fourth; upon selection of the Third Evaluator, the Evaluator Panel will be constituted on such date comprising the three Evaluators so designated; if, at any time, any Evaluator shall resign, it may be replaced by the party designating it or, if the Third Evaluator resigns, it shall be replaced by the next Third Evaluator on the then current List of Third Evaluators, provided that in no case will the time limits herein set forth be extended to accommodate such replacement; the Evaluation Panel shall, within [NUMBER] days after it is constituted, produce and deliver to the Auditors and to the shareholders, a written submission pertaining to the methods agreed upon by the Evaluators for the purposes of the determination of the Fair Market Value of the Subject shares (the \"Methods of Evaluation\"); in the event that the Evaluators cannot agree on such Methods of Evaluation, the method determined by the Third Evaluator shall be the written submission for this purpose; notwithstanding any provisions to the contrary, such Methods of Evaluation shall have to set a price for the Fair Market Value of the Subject shares, which price should not take into account the existence of any Special Purchaser as this expression is hereinafter defined in subparagraph 1.1.14;",null,"Proposal of Determination of the Fair Market Value of Share","4",51,"doc","https://templates.business-in-a-box.com/imgs/1000px/proposal-of-determination-of-the-fair-market-value-of-share-D337.png","https://templates.business-in-a-box.com/imgs/250px/337.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#337.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Buy & Sell Shares","/templates/buy-sell-shares/","proposal determination fair market value share","Proposal of Determination of the Fair Market Value of Share 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Proposal","/template/project-proposal-D12678","https://templates.business-in-a-box.com/imgs/250px/12678.png",{"label":56,"url":57,"thumb":58,"extension":10},"Proposal for Services","/template/proposal-for-services-D1268","https://templates.business-in-a-box.com/imgs/250px/1268.png",{"label":60,"url":61,"thumb":62,"extension":10},"Sales Proposal","/template/sales-proposal-D1272","https://templates.business-in-a-box.com/imgs/250px/1272.png",{"label":64,"url":65,"thumb":66,"extension":10},"SEO Proposal","/template/seo-proposal-D12874","https://templates.business-in-a-box.com/imgs/250px/12874.png",{"label":68,"url":69,"thumb":70,"extension":10},"Sponsorship Proposal","/template/sponsorship-proposal-D12680","https://templates.business-in-a-box.com/imgs/250px/12680.png",{"label":72,"url":73,"thumb":74,"extension":10},"Business Proposal - Short","/template/business-proposal-short-D12607","https://templates.business-in-a-box.com/imgs/250px/12607.png",{"label":76,"url":77,"thumb":78,"extension":10},"Proposal to Buy a Business","/template/proposal-to-buy-a-business-D338","https://templates.business-in-a-box.com/imgs/250px/338.png",{"label":80,"url":81,"thumb":82,"extension":10},"Budget Proposal","/template/budget-proposal-D13607","https://templates.business-in-a-box.com/imgs/250px/13607.png",{"label":84,"url":85,"thumb":86,"extension":10},"Advertising Proposal","/template/advertising-proposal-D13596","https://templates.business-in-a-box.com/imgs/250px/13596.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":103},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16",513,"https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":96,"description":6},"shareholders agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":105,"descriptionCustom":6,"label":106,"pages":8,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":117,"url":118},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[113,115],{"label":17,"url":114},"finance-accounting",{"label":20,"url":116},"buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":91,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":131,"url":132},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":127,"description":6},"letter of intent_acquisition of business",[129,130],{"label":33,"url":99},{"label":33,"url":99},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":91,"extension":137,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":142,"url":148},"Indicates the future financial performance of a business for a period of twelve months.","Financial Projections_12 Months","1","xls","https://templates.business-in-a-box.com/imgs/1000px/financial-projections_12-months-D360.png","https://templates.business-in-a-box.com/imgs/250px/360.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#360.xml",{"title":142,"description":6},"financial projections_12 months",[144,145],{"label":17,"url":114},{"label":146,"url":147},"Financial Statements","financial-statements","/template/financial-projections_12-months-D360",{"description":150,"descriptionCustom":6,"label":151,"pages":136,"size":91,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":156,"url":162},"","Business Plan Canvas (One Page)","https://templates.business-in-a-box.com/imgs/1000px/business-plan-canvas-(one-page)-D12527.png","https://templates.business-in-a-box.com/imgs/250px/12527.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12527.xml",{"title":156,"description":6},"business plan canvas (one page)",[158,161],{"label":159,"url":160},"Business Plan Kit","business-plan-kit",{"label":159,"url":160},"/template/business-plan-canvas-(one-page)-D12527",{"description":164,"descriptionCustom":6,"label":165,"pages":122,"size":91,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":176},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":170,"description":6},"non disclosure agreement nda",[172,173],{"label":33,"url":99},{"label":174,"url":175},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":179,"reviewer":191,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":253,"sections":287,"how_to_fill":338,"common_mistakes":379,"faqs":396,"industries":424,"comparisons":449,"diy_vs_pro":464,"educational_modules":477,"related_template_ids_curated":480,"schema":491,"classification":493},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Fair Market Value of Share Proposal Template (Free Word)","Free fair market value of share proposal template. Document share valuation methodology, assumptions, and conclusions for buyouts, equity transfers, and. Free Word and PDF download.","fair market value of share proposal template",[184,185,186,187,188,189,190],"share valuation proposal template","fair market value determination template","equity valuation proposal word","share buyout valuation document","business share valuation template free","stock fair market value proposal","shareholder buyout valuation template",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":196,"legal_review_recommended":177,"signature_required":177},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Proposal of Determination of the Fair Market Value of Share is a structured operational document that sets out the methodology, financial data, and reasoned conclusions used to arrive at a defensible per-share value for a private company. This free Word download gives you a ready-to-edit framework for presenting a share valuation to shareholders, buyers, boards, or advisors in a clear, professional format you can export as PDF.\n","Use it when a shareholder exit, share buyout, equity transfer, or internal restructuring requires a documented and communicable valuation basis. It is also appropriate when a board needs to approve a share price for an employee equity plan or when parties to a shareholders agreement must resolve a valuation dispute.\n","The proposal covers the purpose and scope of the valuation, a description of the company and its shares, the valuation date, the methodology selected (income, market, or asset approach), the key financial inputs and assumptions, the calculated fair market value per share, and a conclusion with supporting rationale. Each section is designed so that a reader unfamiliar with the underlying negotiations can follow the logic from data to conclusion.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Business owners and founders","Establishing a documented share price for a co-founder or partner buyout","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"Corporate lawyers and M&A advisors","Presenting a defensible valuation basis to the opposing party in a share transfer","persona-corporate-lawyer",{"title":211,"use_case":212,"icon_asset_id":213},"CFOs and finance directors","Preparing an internal board proposal for share price approval in an equity plan","persona-cfo",{"title":215,"use_case":216,"icon_asset_id":217},"Small business owners","Documenting a buyout price when a minority shareholder is exiting the business","persona-small-business-owner",{"title":219,"use_case":220,"icon_asset_id":221},"Valuation analysts and accountants","Structuring a client-facing share valuation report for a closely-held company","persona-accountant",{"title":223,"use_case":224,"icon_asset_id":225},"Private equity and venture investors","Formalizing a per-share price proposal ahead of a secondary share transaction","persona-investor",[227,230,234,238,242,246,249],{"situation":228,"recommended_template":7,"slug":229},"Valuing shares for a minority shareholder exit under a shareholders agreement","proposal-of-determination-of-the-fair-market-value-of-share-D337",{"situation":231,"recommended_template":232,"slug":233},"Documenting a full company valuation for a merger or acquisition","Business Valuation Report","business-report-D12762",{"situation":235,"recommended_template":236,"slug":237},"Setting a share price for an employee stock option plan","Stock Option Plan","stock-option-plan-D13284",{"situation":239,"recommended_template":240,"slug":241},"Formalizing the terms of a share purchase between existing shareholders","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":243,"recommended_template":244,"slug":245},"Summarizing equity ownership and share classes for investor diligence","Cap Table","cap-table-D13151",{"situation":247,"recommended_template":89,"slug":248},"Restructuring shareholder rights alongside a share transfer","shareholders-agreement-D1016",{"situation":250,"recommended_template":251,"slug":252},"Transferring shares from one party to another with a recorded price","Share Transfer Agreement","stock-transfer-agreement-D14069",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Fair Market Value (FMV)","The price at which a share would change hands between a willing buyer and a willing seller, both having reasonable knowledge of the relevant facts and neither being under compulsion to act.",{"term":258,"definition":259},"Valuation Date","The specific date as of which the fair market value is determined — financial data and market conditions are assessed as of this date, not the date the proposal is prepared.",{"term":261,"definition":262},"Income Approach","A valuation method that calculates share value based on the present value of expected future cash flows, discounted at a rate reflecting the risk of the business.",{"term":264,"definition":265},"Market Approach","A valuation method that benchmarks the subject company against comparable publicly traded companies or recent transactions in the same industry.",{"term":267,"definition":268},"Asset Approach","A valuation method that derives share value from the adjusted net asset value of the company — assets minus liabilities — adjusted to fair market values.",{"term":270,"definition":271},"Discount Rate","The rate used to convert future cash flows into present value, reflecting the risk-adjusted required return for an investor in the subject company.",{"term":273,"definition":274},"Control Premium","An upward adjustment to a per-share value reflecting the additional value a buyer receives when acquiring a controlling interest and the ability to direct company decisions.",{"term":276,"definition":277},"Minority Discount","A downward adjustment applied to shares representing a non-controlling interest, reflecting their reduced ability to influence business decisions or force distributions.",{"term":279,"definition":280},"EBITDA Multiple","A valuation shorthand expressing enterprise value as a multiple of earnings before interest, taxes, depreciation, and amortization — used as a market-approach benchmark.",{"term":282,"definition":283},"Normalized Earnings","Reported earnings adjusted for one-time items, owner compensation above market rates, or non-recurring expenses to reflect the sustainable earning power of the business.",{"term":285,"definition":286},"Weighted Average Cost of Capital (WACC)","The blended required return on a company's debt and equity, used as the discount rate in an income-approach valuation.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Purpose and scope","States why the valuation is being prepared, who commissioned it, and what shares or share class are being valued.","This proposal has been prepared at the request of [REQUESTING PARTY] to determine the fair market value of [NUMBER] [CLASS] shares of [COMPANY NAME] (the 'Company') as of [VALUATION DATE], for the purpose of [BUYOUT / EQUITY TRANSFER / OTHER PURPOSE].","Omitting the specific purpose of the valuation. A generic purpose statement makes it easier for the opposing party to argue the valuation is inappropriate for the transaction at hand.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Company description and share structure","Summarizes the company's business, industry, legal structure, authorized and issued shares, and the class of shares being valued.","The Company is a [ENTITY TYPE] incorporated in [JURISDICTION] on [DATE], operating in the [INDUSTRY] sector. As of the valuation date, [TOTAL ISSUED SHARES] shares are issued and outstanding, comprising [CLASS A SHARES] Class A and [CLASS B SHARES] Class B. The subject shares represent [X]% of total issued equity.","Describing only total issued shares without distinguishing share classes. Voting rights, dividend preferences, and liquidation priorities all affect per-share value and must be disclosed.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Valuation date and relevant financial period","Defines the precise date as of which value is determined and identifies the financial statements and period used as the primary data source.","The fair market value is determined as of [VALUATION DATE]. Financial data is drawn from the Company's audited financial statements for the fiscal years ended [DATE 1], [DATE 2], and [DATE 3], supplemented by management accounts for the period ended [INTERIM DATE].","Using the proposal preparation date as the valuation date without explanation. If market conditions shifted between the two dates, the proposal's conclusions may be inaccurate and challengeable.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Valuation methodology selected","Identifies the valuation approach or combination of approaches used and explains why they are appropriate given the company's stage, industry, and available data.","This proposal applies the [INCOME / MARKET / ASSET] approach as the primary method, supported by the [SECONDARY METHOD] as a cross-check. The income approach was selected because the Company generates predictable recurring revenues and its value is best reflected by its capacity to generate future cash flows.","Applying only one method without acknowledging alternatives. A single-method valuation is easier to attack — presenting a primary and cross-check method signals analytical rigor.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Key financial inputs and assumptions","Presents the financial data, projections, and explicit assumptions underlying the valuation, including revenue, EBITDA, growth rate, and discount rate.","Normalized EBITDA for the trailing twelve months ended [DATE]: $[X]. Projected revenue growth rate: [X]% per annum for Years 1–3, [X]% terminal. Discount rate (WACC): [X]%. EBITDA margin assumption: [X]%. All projections are based on management-provided forecasts reviewed for reasonableness against industry benchmarks.","Stating conclusions without showing the underlying inputs. If the assumptions are hidden, the opposing party cannot evaluate reasonableness and will default to rejection.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Enterprise value calculation","Steps through the derivation of total enterprise value using the selected methodology, showing each calculation explicitly.","Applying an EBITDA multiple of [X]× to normalized EBITDA of $[X] yields an enterprise value of $[X]. Under the discounted cash flow method, the present value of projected free cash flows plus terminal value equals $[X]. A weighted average of these two methods, at [X]% and [X]% respectively, produces an enterprise value of $[X].","Presenting only the final enterprise value number without showing the calculation path. Any disagreement about inputs cannot be traced or negotiated without the intermediate steps.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Adjustments for control and marketability","Applies or explains the omission of a control premium or minority and marketability discounts based on the nature of the interest being valued.","As the subject shares represent a [CONTROLLING / MINORITY] interest with [limited / full] marketability, a [CONTROL PREMIUM / MINORITY DISCOUNT] of [X]% and a discount for lack of marketability (DLOM) of [X]% have been applied to the enterprise value derived above.","Omitting marketability discounts for shares in a private company with transfer restrictions. Private shares are inherently less liquid than public equivalents — ignoring this overstates value.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Per-share value conclusion","Divides the adjusted equity value by the number of shares being valued to state a specific per-share fair market value as of the valuation date.","After applying the adjustments described in Section [X], the adjusted equity value attributable to the subject shares is $[X]. Dividing by [NUMBER OF SUBJECT SHARES] shares results in a fair market value of $[X.XX] per share as of [VALUATION DATE].","Rounding the per-share figure without stating the exact equity value and share count used. Rounding creates a reconciliation gap that parties can exploit to dispute the arithmetic.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Assumptions, limitations, and reliance","States the key assumptions the proposal relies on, any limitations on its use, and who may rely on it.","This proposal relies on financial information provided by [COMPANY / MANAGEMENT] and has not been independently audited. It is prepared solely for the purpose of [PURPOSE] and may not be used for any other purpose without written consent. [PREPARER NAME] assumes no responsibility for events occurring after the valuation date.","Omitting a reliance limitation entirely. Without it, a third party who obtains the document may cite it in an unrelated transaction, creating unintended liability for the preparer.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Conclusion and recommendation","Summarizes the concluded fair market value, reiterates the valuation date and purpose, and includes the preparer's recommendation for the transaction or next steps.","Based on the analysis set forth in this proposal, it is the conclusion of [PREPARER] that the fair market value of [NUMBER] [CLASS] shares of [COMPANY NAME] as of [VALUATION DATE] is $[X.XX] per share, for a total value of $[TOTAL VALUE]. We recommend that [PARTY] use this value as the basis for [TRANSACTION / NEGOTIATION] and that the parties obtain independent review if any material assumptions are disputed.","Ending without a concrete recommendation. A conclusion that only states the number without advising on next steps leaves parties uncertain about how to act on the proposal.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Define the purpose and identify the subject shares","State clearly why the valuation is being prepared — buyout, equity transfer, option plan, or dispute resolution. Specify the exact number of shares and the share class being valued.","Locking the purpose in Section 1 prevents scope creep and limits the document's use to the intended transaction.",{"step":345,"title":346,"description":347,"tip":348},2,"Describe the company and its share structure","Summarize the business, its industry, legal form, and jurisdiction. List all issued share classes with their voting rights, economic rights, and the percentage the subject shares represent.","Pull this data directly from the company's most recent shareholders register and articles of incorporation to ensure consistency with governing documents.",{"step":350,"title":351,"description":352,"tip":353},3,"Set the valuation date and gather financial statements","Choose a valuation date that is defensible for the transaction — typically the date of the triggering event (notice of exit, offer date) — and assemble audited financials for the three most recent fiscal years plus the latest interim period.","Using audited rather than management-prepared financials increases credibility significantly when the proposal is reviewed by the other party's advisors.",{"step":355,"title":356,"description":357,"tip":358},4,"Select and justify your valuation methodology","Choose a primary method (income, market, or asset) and at least one cross-check method. Write one paragraph explaining why the primary method best reflects value for this company given its stage, industry, and cash flow profile.","For asset-heavy businesses (real estate, manufacturing), lead with the asset approach. For recurring-revenue businesses (SaaS, professional services), the income approach is typically more persuasive.",{"step":360,"title":361,"description":362,"tip":363},5,"Input and normalize the financial data","Enter the company's historical revenue, EBITDA, and net income. Adjust for one-time items, above-market owner compensation, and non-recurring expenses to arrive at normalized earnings that reflect sustainable performance.","Document every normalization adjustment with a brief explanation — unexplained adjustments are the most common source of valuation disputes.",{"step":365,"title":366,"description":367,"tip":368},6,"Calculate enterprise value and apply adjustments","Run the enterprise value calculation using your selected method, then apply any control premium or minority and marketability discounts appropriate to the interest being valued. Show each step numerically.","Reference published discount studies (e.g., Duff & Phelps DLOM studies) if challenged on the discount percentages you apply.",{"step":370,"title":371,"description":372,"tip":373},7,"State the per-share conclusion","Divide the adjusted equity value by the precise number of subject shares to arrive at a per-share figure. State this number explicitly and tie it back to the total equity value and share count.","Express the per-share value to two decimal places and include a sensitivity table showing how a ±1% change in the discount rate or growth rate affects the conclusion.",{"step":375,"title":376,"description":377,"tip":378},8,"Add assumptions, limitations, and a recommendation","List all material assumptions the proposal relies on, state who may rely on it and for what purpose, and include a clear recommendation on how the parties should use the concluded value.","Have the preparer sign and date the final section — an unsigned proposal carries less weight in a negotiation or dispute.",[380,384,388,392],{"mistake":381,"why_it_matters":382,"fix":383},"Using the proposal preparation date as the valuation date","Market conditions, company performance, and comparable transaction multiples can shift meaningfully between a triggering event and the date the document is prepared. The wrong date produces a value that neither party can rely on.","Set the valuation date to the specific triggering event — the date of the exit notice, the offer date, or the date specified in the shareholders agreement — and source all financial data as of that date.",{"mistake":385,"why_it_matters":386,"fix":387},"Presenting a single valuation method with no cross-check","A one-method proposal is structurally weak. Opposing advisors will apply an alternative method, get a different number, and use the discrepancy to reject or renegotiate the entire valuation.","Apply a primary method and at least one cross-check method. Where the two methods produce different results, disclose both and explain the weighting applied to reach the final conclusion.",{"mistake":389,"why_it_matters":390,"fix":391},"Omitting minority and marketability discounts for private company shares","Private company shares have no ready market and, in the case of minority interests, limited ability to influence distributions or an exit. Ignoring these factors overstates value and will be challenged immediately by any informed counterparty.","Explicitly address marketability and control in the adjustments section. If you are not applying a discount, state the reason — for example, a drag-along right that effectively makes the minority shares fully liquid.",{"mistake":393,"why_it_matters":394,"fix":395},"Hiding normalization adjustments without explanation","Adjusting EBITDA upward without documenting what was removed and why looks like manipulation. The other party's advisors will reverse the adjustments and rebuild the model from scratch, destroying the proposal's credibility.","List every normalization item in a table: the reported figure, the adjustment, the adjusted figure, and a one-line justification for each change.",[397,400,403,406,409,412,415,418,421],{"question":398,"answer":399},"What is a proposal of determination of the fair market value of share?","It is a formal document that presents the methodology, financial inputs, and reasoned conclusions used to arrive at a per-share fair market value for a private company's shares. It differs from a full independent appraisal in that it is typically prepared by one party to a transaction — such as the company or a major shareholder — as a proposed basis for negotiation or board approval, rather than as an independent third-party opinion.\n",{"question":401,"answer":402},"When do you need to determine the fair market value of shares?","Common triggers include a shareholder exit under a buy-sell provision in a shareholders agreement, an internal share transfer between existing shareholders, the issuance of shares under an employee equity plan, a partial acquisition by a third party, a shareholder dispute requiring independent valuation, and year-end board approval of equity compensation. In each case, a documented valuation basis protects all parties from later disputes about the price paid.\n",{"question":404,"answer":405},"What valuation methods are typically used in a share FMV proposal?","Three approaches are standard: the income approach (discounting projected future cash flows to present value), the market approach (applying transaction or trading multiples from comparable companies), and the asset approach (adjusting the net book value of assets and liabilities to their fair market values). Most proposals apply one primary method and use a second as a cross-check. The income approach is most common for profitable operating businesses; the asset approach is preferred for holding companies and real-estate-heavy businesses.\n",{"question":407,"answer":408},"What is the difference between fair market value and fair value?","Fair market value assumes a hypothetical willing buyer and willing seller in an arm's-length transaction, with no compulsion to act. Fair value is a legal standard used in specific contexts — shareholder dissent rights, divorce proceedings, and certain statutory appraisals — that may exclude minority and marketability discounts that would apply under fair market value. The distinction matters significantly: the same share can carry a materially different value under the two standards.\n",{"question":410,"answer":411},"Do I need an independent valuator to prepare this document?","Not necessarily. For internal transactions, equity plan approvals, or preliminary negotiations, a well-supported proposal prepared by the company's finance team or external accountant is often sufficient. An independent business valuator is recommended when the transaction involves a material amount, when the parties are adversarial, when the valuation will be reviewed by a court or regulator, or when the shareholders agreement requires an independent determination.\n",{"question":413,"answer":414},"What is a discount for lack of marketability (DLOM) and when does it apply?","A DLOM is a downward adjustment to a private company's per-share value that reflects the fact that shares cannot be quickly converted to cash the way publicly traded shares can. It typically ranges from 15% to 35% depending on the company's size, financial health, and any transfer restrictions in the shareholders agreement. It applies to essentially all minority interests in private companies unless the shares are subject to a put right or a mandatory buyback at a defined formula price.\n",{"question":416,"answer":417},"How is a normalized EBITDA different from reported EBITDA?","Reported EBITDA reflects what the company actually recorded in its financial statements, including one-time gains or losses, above-market owner compensation, and non-recurring items. Normalized EBITDA removes these distortions to produce a figure that represents the sustainable, ongoing earning power of the business. Common adjustments include removing a one-time litigation settlement, reducing owner salary to a market-rate replacement cost, and adding back non-recurring legal or restructuring fees.\n",{"question":419,"answer":420},"Can this proposal be used as a final binding valuation?","A proposal of this type is typically a starting point for negotiation or board approval, not a final binding determination unless both parties agree in writing to accept it. If the shareholders agreement specifies that a valuation becomes binding after a stated period without objection, include that notice mechanism explicitly in the document. For transactions where finality is required, the parties should either accept the proposal by written agreement or commission an independent appraisal whose findings are agreed to be binding.\n",{"question":422,"answer":423},"What financial statements should be attached to the proposal?","At minimum, attach the company's income statements, balance sheets, and cash flow statements for the three most recent fiscal years, plus the most recent interim period. If projections are used in an income-approach valuation, attach the management forecast with the underlying assumptions. Audited financials carry more weight than reviewed or compiled statements when the proposal is reviewed by an opposing party's advisors.\n",[425,429,433,437,441,445],{"industry":426,"icon_asset_id":427,"specifics":428},"Professional Services","industry-professional-services","Partner buyouts in law, accounting, and consulting firms frequently require a documented FMV proposal tied to normalized EBITDA and client book values.",{"industry":430,"icon_asset_id":431,"specifics":432},"Technology / SaaS","industry-saas","Secondary share transfers and employee equity plan approvals in private tech companies require an FMV proposal anchored to ARR multiples and discounted cash flow models.",{"industry":434,"icon_asset_id":435,"specifics":436},"Manufacturing","industry-manufacturing","Asset-heavy manufacturers often require both an income approach and an asset approach to capture the value of equipment, inventory, and real property in the per-share conclusion.",{"industry":438,"icon_asset_id":439,"specifics":440},"Real Estate","industry-real-estate","Holding companies with property portfolios rely primarily on the asset approach, requiring independent property appraisals to support the adjusted net asset value used in the share valuation.",{"industry":442,"icon_asset_id":443,"specifics":444},"Retail / E-commerce","industry-retail","Shareholder exits in retail businesses often use a market approach benchmarked against EBITDA multiples from comparable retail transactions, adjusted for inventory and lease liabilities.",{"industry":446,"icon_asset_id":447,"specifics":448},"Healthcare","industry-healthtech","Medical practice and clinic share valuations must account for regulatory restrictions on non-physician ownership, which limits the buyer pool and typically supports a meaningful marketability discount.",[450,454,457,460],{"vs":451,"vs_template_id":452,"summary":453},"Independent Business Valuation Report","D{BUSINESS_VALUATION_ID}","An independent valuation report is prepared by a certified, neutral third-party valuator and is typically required for court proceedings, regulatory filings, or adversarial transactions. A FMV proposal is prepared by one of the parties or their advisors as a negotiating document or internal approval record. The proposal is faster and less costly; the independent report carries more evidentiary weight.",{"vs":89,"vs_template_id":455,"summary":456},"shareholders-agreement-D13558","A shareholders agreement governs the rights and obligations of shareholders, including the mechanism for determining share value on exit — such as specifying the valuation method or naming an arbitrator. The FMV proposal is the document that executes that mechanism by actually calculating the price. The two documents work in sequence: the agreement creates the obligation; the proposal fulfills it.",{"vs":240,"vs_template_id":458,"summary":459},"share-purchase-agreement-D13556","A share purchase agreement is the binding contract that transfers ownership of shares at an agreed price. The FMV proposal supports that agreement by documenting how the price was determined. Without a supporting valuation proposal, the share purchase agreement's price can be challenged as arbitrary or not at arm's length.",{"vs":461,"vs_template_id":462,"summary":463},"Letter of Intent (LOI)","letter-of-intent-D316","A letter of intent records the parties' preliminary agreement on the main terms of a share transaction, including an indicative price range. The FMV proposal provides the analytical backing that converts an indicative LOI price into a defensible, documented conclusion. The LOI comes first to establish intent; the FMV proposal confirms the economics before the purchase agreement is signed.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Internal equity plan approvals, preliminary shareholder negotiations, and straightforward minority share buyouts at smaller companies","Free","4–8 hours",{"best_for":470,"cost":471,"time":472},"Material share transactions where one party may challenge the methodology or where a shareholders agreement specifies valuation standards","$500–$2,500 for an accountant or business advisor review","3–7 days",{"best_for":474,"cost":475,"time":476},"Adversarial exits, regulatory filings, court-ordered valuations, or transactions exceeding $500K in share value","$3,000–$15,000+ for a certified independent business valuator","2–6 weeks",[478,479],"business-valuation-methods-explained","minority-discounts-and-control-premiums",[248,241,481,482,483,484,485,486,487,488,489,490],"letter-of-intent_acquisition-of-business-D5197","financial-projections_12-months-D360","business-plan-canvas-(one-page)-D12527","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","employment-agreement-executive-D543","strategic-planning-template-D13857","swot-analysis-D12676","small-business-expense-report-D13396","purchase-order-D1411",{"emit_how_to":492,"emit_defined_term":492},true,{"primary_folder":99,"secondary_folder":494,"document_type":495,"industry":496,"business_stage":497,"tags":498,"confidence":503},"equity-and-mergers","proposal","general","all-stages",[499,500,501,502],"equity","fair-market-value","share-valuation","shareholders",0.85,"\u003Ch2>What is a Proposal of Determination of the Fair Market Value of Share?\u003C/h2>\n\u003Cp>A \u003Cstrong>Proposal of Determination of the Fair Market Value of Share\u003C/strong> is a structured operational document that presents the methodology, financial data, and reasoned conclusions used to establish a defensible per-share value for shares in a private company. It typically covers the purpose of the valuation, a description of the company and its share structure, the valuation date, the analytical approach selected — income, market, or asset — and the resulting per-share conclusion with supporting assumptions and limitations. Because private company shares have no quoted market price, this document creates the evidential record that replaces the market mechanism, giving all parties a transparent basis on which to agree, negotiate, or challenge a proposed price.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a documented valuation proposal, share transactions in private companies are vulnerable on every front. A verbal or undocumented price is unenforceable if a shareholder later disputes it, and a price with no methodology attached will be dismissed by any advisor, auditor, or court asked to assess its reasonableness. Tax authorities in most jurisdictions scrutinize non-arm's-length share transfers and may reassess a price that cannot be tied to a documented FMV analysis. For employee equity plans, a per-share price unsupported by analysis creates liability if participants later claim the price was understated. This template gives you a professionally structured starting point that covers every material component of a defensible share valuation — saving the time and cost of building the framework from scratch while ensuring the final document is rigorous enough to withstand review by the other party's advisors.\u003C/p>\n",1781186012288]