As a general rule, the conditions for the purchase of shareholders are set by a shareholders` agreement. This is a preventive measure that helps to avoid problems related to the buyback. The most common dispute is the valuation of shares. Due to the limited number of shareholders of an S company, it can be difficult to tout shares. Often, a shareholder feels that he can get a cheaper price if he sells to a third party. In order to avoid these problems, shareholder agreements should include accumulated profits on shares that your company S buys back due to the exit of the shareholder, subject to capital gains tax. The shareholder`s proceeds are also subject to death tax when the sale occurs after the death of the shareholder, as well as the rest of the former shareholder`s estate, in accordance with the provisions of Section 303 of the Internal Income Code. .