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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.

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