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Letter Of Intent To Sell Shares Template for Belgium

A Letter of Intent to Sell Shares under Belgian law is a preliminary written document that outlines the proposed terms and conditions for the sale of company shares. This document, while generally non-binding except for specific provisions such as confidentiality and exclusivity, serves as a framework for the subsequent negotiation of a definitive share purchase agreement. It operates within the Belgian legal framework, particularly under the Belgian Code of Companies and Associations and the Belgian Civil Code, and typically includes key terms such as the proposed purchase price, transaction structure, due diligence requirements, and timeline for completion.

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What is a Letter Of Intent To Sell Shares?

A Letter Of Intent To Sell Shares is commonly used in Belgian business transactions as a preliminary step before entering into a definitive share purchase agreement. It serves multiple purposes: documenting the serious intention of both parties to proceed with the transaction, outlining the key terms and conditions of the proposed share sale, and establishing the framework for due diligence and further negotiations. While predominantly non-binding, it typically includes certain binding provisions such as confidentiality, exclusivity, and break fees. The document must comply with Belgian law, particularly the Belgian Code of Companies and Associations and the Belgian Civil Code. It's especially important in complex transactions where parties need to establish clear parameters before investing significant resources in due diligence and detailed negotiations. The document also often serves as a basis for obtaining preliminary board approvals or financing commitments.

What sections should be included in a Letter Of Intent To Sell Shares?

1. Date and Addresses: Full names and addresses of both parties (seller and potential buyer)

2. Salutation: Formal greeting to the recipient

3. Subject Line: Clear indication that this is a Letter of Intent regarding share sale

4. Introduction: Brief introduction identifying the parties and the company whose shares are being discussed

5. Transaction Overview: Description of the proposed transaction, including number of shares, preliminary price or price range, and company details

6. Non-Binding Nature: Clear statement that this is a non-binding letter of intent, except for specific binding provisions

7. Key Terms: Outline of the fundamental terms of the proposed transaction

8. Due Diligence: Proposed timeline and scope for due diligence process

9. Exclusivity Period: Duration during which the seller agrees not to negotiate with other potential buyers

10. Confidentiality: Statement regarding the confidential nature of discussions and any reference to existing NDAs

11. Timeline: Proposed schedule for completing the transaction

12. Closing: Professional closing statement

13. Signature Blocks: Space for signatures of both parties

What sections are optional to include in a Letter Of Intent To Sell Shares?

1. Break Fee: Include when parties want to specify compensation if either party withdraws from negotiations

2. Financing Contingency: Include when buyer's ability to complete the purchase depends on obtaining financing

3. Regulatory Approvals: Include when the transaction may require specific regulatory clearances

4. Employee Matters: Include when there are specific agreements or concerns regarding key employees

5. Intellectual Property: Include when IP assets are a crucial part of the company's value

6. Existing Shareholder Rights: Include when there are other shareholders with pre-emptive or other rights

7. Post-Closing Cooperation: Include when specific post-transaction cooperation is required

What schedules should be included in a Letter Of Intent To Sell Shares?

1. Share Information Schedule: Details of the shares being sold, including class, rights, and any encumbrances

2. Company Information Summary: Brief overview of the company's business, financial position, and key assets

3. Preliminary Price Calculation: If applicable, outline of how the preliminary price was determined

4. Key Terms Sheet: Summary of principal terms and conditions for the proposed transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Belgium

Document Type

Letter of Intent

Cost

Free to use

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