Pulley vs. Carta When a Building Supplier Changes Hands

A buy-sell agreement should answer four questions before the first transfer ever happens: who can buy a departing owner's shares, at what price or valuation method, over what payment timeline, and what triggers a forced sale, such as death, divorce, or a sibling leaving the business entirely. Suppliers that skip this step end up negotiating all four questions at once, under pressure, when a sibling actually wants out.

The valuation method matters especially. A fixed formula agreed on in calm conditions holds up far better than an open negotiation conducted after a falling out, when the two sides have every incentive to disagree about what the company is worth.

Say three siblings inherit equal shares from a founder, and one of them has never worked in the yard while the other two run it day to day. Without a buy-sell agreement, that inactive sibling has no obligation to sell and no agreed price if they eventually want to, which leaves the two operating siblings running the business for years with a silent partner who contributes nothing and can block a future sale. A written agreement fixes the price and the process before that standoff has a chance to develop.

Cover these points before the first shares change hands:

• Name who can buy a departing owner's shares, and give the remaining owners a defined right of first refusal.
• Fix the price or valuation method in advance so a sibling's exit does not start a valuation dispute.
• Set the payment timeline for any buyout, so a departing owner and the business both know what to expect.
• List the triggers for a forced sale, such as death, divorce, or a sibling leaving the business entirely.
• Track every shareholder, whether they work in the business, and which next-generation members are expected to receive shares.

Pulley works well for a supplier that is still a single operating entity with a small group of family shareholders and wants a clean, current record of who owns what. It is straightforward to set up, and Pulley offers 409A valuations if any non-family managers hold or are granted options.

It does not, on its own, encode transfer restrictions or buy-sell terms. Those live in the shareholder agreement your attorney drafts, and Pulley simply reflects ownership once that agreement is executed.

Carta becomes the better fit once the business has grown into multiple entities, such as a separate real estate holding company for the yards or warehouses, or once a family member wants to sell part of a vested stake to a sibling or an outside investor before any full sale of the business.

Its broader reporting also helps when a lender or a potential buyer wants to see a clean, audit-ready ownership history rather than a spreadsheet that has been updated by hand for two decades.

The moment a sibling wants to sell, retire, or hand shares to their own children, the absence of a buy-sell agreement becomes obvious fast. Without one, the remaining owners have no defined right of first refusal, no agreed valuation method, and no way to prevent shares from ending up with someone outside the family who has no operating role in the business.

If your supplier has never had this conversation, treat it as more urgent than any software decision. A cap table tool records what the agreement says. It cannot supply the agreement.

A related mistake is assuming verbal understanding among siblings is enough because the family gets along today. Buy-sell terms exist for the years when that is no longer true, whether from a falling out, a divorce that puts shares in play, or simply a sibling's changed circumstances. Waiting until the relationship is strained to write the agreement is waiting until it is hardest to agree on anything.

List every current shareholder, their percentage, whether they work in the business, and whether a buy-sell agreement currently covers their shares. Add a column for the next generation members who are expected to inherit or receive shares eventually, even if nothing has been formally granted yet.

Any row without a documented transfer restriction is a gap, not a formality to handle later. Close those gaps with your attorney before moving ownership records into either platform, so the software reflects decisions that have actually been made.