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 assignment of IPR by a third party contractor to a company
  • as part of the closing documents in an investment transaction

What are the key features?

  • 8 clauses over 4 pages
  • in the form of a deed between the company and the assigning contractor
  • definitions of Developed IPR and Intellectual Property
  • assignment and further assurance provisions
  • warranties from the assigning contractor as to ownership of the Assigned IPR

What other documents are available?

For a Deed of Assignment of general intellectual property rights by a founder to a company, see

For a Deed of Assignment of registered and unregistered trade marks, 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 30/06/2025

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