Letter of Intent: Share Purchase multiple sellers group

Letter of intent for the sale by multiple sellers of a company which has one or more subsidiaries.  It outlines the principal sale terms on a non-legally binding basis with legally-binding provisions covering confidentiality, exclusivity and costs.

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When do I use this document?

  • for a proposed transaction involving the sale of a company including one or more subsidiaries
  • where the target company is owned by multiple shareholders
  • to set out the principal agreed terms for the transaction on a non-legally binding basis
  • as a preliminary step before preparing long form agreements
  • to save time and future discussion and negotiation on the transaction documents

What are the key features?

  • comprehensive letter of intent covering aspects such as:
    • principal sale terms
    • shareholdings of the sellers
    • various consideration options, including upfront consideration at closing, deferred consideration, earnout consideration and completion accounts adjustment
    • conditions for the transaction
    • principal terms of the Share Purchase Agreement
  • transaction process and timetable
  • legally binding provisions addressing:
    • exclusivity for the buyer for a defined period (if agreed)
    • confidentiality of the letter of intent
    • costs
    • governing law and jurisdiction

What other documents are available?

For alternative forms of letter of intent for a company sale transaction, see:

When do I use this document?

What are the key features?

  • full form shareholders agreement
  • 27 clauses and 4 schedules over 30 pages
  • investor rights: exercisable by a majority of the investors
  • directors:
    • investor director: investors’ entitlement to appoint a director
    • other directors: the founder shareholder(s) rights to appoint a director
  • board proceedings: how proceedings of the board will be conducted
  • information rights: rights to information for the investors and other shareholders about the company and its finances
  • future share issues: pre-emption rights on the issue of new shares
  • share transfers: rules governing the transfer of shares, including:
    • pre-emption rights on share transfers
    • compulsory transfer events, including founder good and bad leaver clauses
    • tag-along and drag-along rights
  • reserved matters: matters requiring prior approval from the investors (acting by investor majority) and other shareholders
  • restrictive covenants: restrictions on the founders from competing with the company and soliciting the company’s customers, suppliers and employees

What other documents are available?

For a combined Investment & Shareholders Agreement for an established business with multiple investors, see

For a standalone Shareholders Agreement for an established business with a single investor, see

For standalone Shareholders Agreements for start-up business, see 

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 10/09/2024

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