Letter of Intent: Share Purchase single seller group
Letter of intent for the sale by a single seller 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.
Read more
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 a single shareholder
- 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
- 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?
- for a share sale transaction
- where confidential information about the target company will be disclosed to a potential buyer
- for a longer form NDA with strong legal protections for the seller and target company
What are the key features?
- 17 clauses over 9 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to the seller
- prohibition on the buyer poaching the target company’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.
-
- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.
What other docs are available?
For a shorter form of confidentiality agreement for a company sale transaction, see
Related Articles
£50.00 exc VAT
Updated by a lawyer on 30/06/2025
- Updated By a lawyer on
- Guidance notes included
- No hidden extras
- Easily customisable
Create your document in 3 Easy Steps
- Download
- Customise
- Share & Sign
PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.
“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”
Amanda | Bannister Creative
£50.00 exc VAT
- Written by expert lawyers
- Quick to download
- Easy to customise
- No hidden extras
- free re-downloads
“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”
Elle, Founder | Winslow skincare & aesthetics.
“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”
Giles, MD | Boniti Ltd.
