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Key Person & Partnership Life Insurance: Protect What You Built

What would happen to your company if an essential owner or employee died? Two different life insurance strategies can help: one supports the business, while the other helps fund an orderly change in ownership.

By Benefit Experts4 min read
Protect your business cover with two co-owners, a company building and a shield with interlocking links.

The short version

  • Key person insurance helps address the business’s financial loss.
  • Buy-sell funding helps surviving owners or the company purchase a deceased owner’s interest.
  • Coordinate the agreement, valuation, policy ownership and tax review before applying.

Key person insurance: help keep the business operating

Often called “key man insurance,” key person life insurance typically insures an owner or employee whose death would create a significant financial setback. The business generally owns the policy, pays the premium and receives the death benefit, subject to the policy and any assignment.

The proceeds can provide working capital while the company recruits a replacement, manages lost revenue or meets obligations. The insured person might be a founder, an operations leader or someone whose relationships drive a substantial part of sales.

This is not the same as an employee’s group life benefit. Group life usually supports the employee’s named beneficiaries; key person coverage is intended to protect the business.

Source: Guardian: key person life insurance.

Partnership life insurance: fund a buy-sell agreement

“Partnership life insurance” usually describes life insurance used to fund a buy-sell agreement among business owners. It is a planning purpose, not a separate universal policy type. The arrangement can be relevant to partnerships, LLCs and closely held corporations.

A written agreement sets out who buys an owner’s interest, what events trigger a purchase and how the price is determined. Life insurance may supply funds for a purchase following a covered death. The agreement provides the instructions; the policy provides a potential funding source.

That distinction matters. Buying a policy alone does not decide who inherits an ownership interest, transfer the interest or create an enforceable purchase obligation.

Source: Principal: business succession and buy-sell agreements.

Two needs, two different destinations for the money

Planning needTypical recipientIntended use
Key person protectionThe businessHelp absorb the financial impact of losing a key person.
Cross-purchase buy-sellSurviving owner or ownersHelp purchase the deceased owner’s interest under the agreement.
Entity-purchase buy-sellThe companyHelp the company redeem or purchase the deceased owner’s interest.

Actual ownership, beneficiary designations and payment obligations must match the legal arrangement. Cross-purchase and entity-purchase structures have different administrative and tax consequences; neither is automatically best.

Source: Guardian: common buy-sell structures.

Illustrative example: two equal owners agree that one owner’s interest is worth $750,000 under their valuation process. They need to decide how that purchase would be funded after a death. If the business also needs $250,000 of transition capital, that is a separate need. The same insurance dollar cannot both buy the ownership interest and remain available for operations. These figures are examples, not a valuation or coverage recommendation.

Where term and permanent life insurance fit

Term life provides coverage for a specified period and can suit a defined exposure, such as years before a planned exit or a loan payoff. Review what happens when the term ends, including renewal pricing and any conversion rights.

Permanent life, such as whole life or universal life, may suit a longer-lasting funding need. Costs, guarantees, cash values and ongoing funding requirements differ by product. Illustrations are not promises, and a policy can lapse if its requirements are not met.

Choose the policy after identifying the need, amount and time horizon. Also plan separately for disability, retirement and an owner’s voluntary departure: a life insurance death benefit does not fund every buy-sell trigger.

Source: Guardian: life insurance choices for business owners.

Bring your attorney and tax adviser into the process early. For employer-owned life insurance, applicable notice and written-consent requirements must be addressed before the contract is issued. Federal reporting on Form 8925 may also apply. Do not assume premiums are deductible or that every death benefit will be received free of tax.

Source: IRS: Form 8925 and employer-owned life insurance instructions.

Entity-purchase arrangements deserve particular attention after the Supreme Court’s 2024 Connelly v. United States decision. In that case, corporate-owned life insurance proceeds increased the corporation’s value for federal estate-tax purposes, without an offset for the fair-market-value redemption obligation. Ask your advisers how the decision affects your structure and valuation.

Source: U.S. Supreme Court: Connelly v. United States.

A practical starting checklist

  • Identify the people whose loss would materially affect operations.
  • Review ownership percentages and the current buy-sell agreement.
  • Update the valuation method and estimate each separate funding need.
  • Confirm policy owners, beneficiaries and any lender assignments.
  • Review affordability, underwriting and the intended coverage period.
  • Revisit the plan when ownership, debt or business value changes.

Benefit Experts can help you explore key person and business life insurance and coordinate coverage discussions with your professional advisers. The objective is a funded plan that protects both business continuity and the people who depend on it.

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