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.
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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 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 the grant of both a put option and call option over shares in a private limited company
- so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares
What are the key features?
- 24 clauses over 16 pages
- grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
- put option exercise and form of exercise notice
- call option exercise and form of exercise notice
- mechanics for sale and purchase of option shares
- warranties and undertakings from the seller
What else do I need to know?
The principal matters which the parties to a put and call option agreement will need to negotiate include:
- option shares: the number of option shares
- exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
- exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
- exercise price: the price payable for the shares
What other docs are available?
For alternative option agreements over shares, see:
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Updated by a lawyer on 30/06/2025
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