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Letter Of Intent To Sell Shares Template for England and Wales

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Key Requirements PROMPT example:

Letter Of Intent To Sell Shares

"I need a Letter of Intent to Sell Shares for my tech startup, where I'm planning to sell 30% of my shares to a venture capital firm, with an exclusivity period of 60 days and completion targeted for March 2025."

Document background
A Letter of Intent to Sell Shares is commonly used in the early stages of share sale negotiations under English and Welsh law. It serves as a formal way to document preliminary agreements and establish a framework for further discussion and due diligence. The document typically includes proposed purchase price, number of shares, timeline, and any conditions precedent. While mostly non-binding, it demonstrates serious intent and can include binding provisions for confidentiality and exclusivity. This document is particularly useful in complex transactions where parties need to outline their understanding before proceeding with detailed negotiations and legal documentation.
Suggested Sections

1. Sender and Recipient Details: Full names, addresses, and company details of both parties

2. Subject Matter: Clear identification of shares being sold (company name, class, number)

3. Proposed Price: Statement of the proposed purchase price and payment terms

4. Transaction Timeline: Proposed timeline for completion of the share sale

5. Non-Binding Nature: Clear statement that this is non-binding except for specific clauses

Optional Sections

1. Due Diligence Process: Outline of proposed due diligence process, used when significant investigation is needed

2. Exclusivity Period: Period during which seller won't negotiate with others, used in competitive situations

3. Confidentiality Provisions: Terms of information sharing, used when sensitive information will be exchanged

Suggested Schedules

1. Share Details Schedule: Detailed breakdown of shares, including share certificates and rights

2. Timeline Schedule: Detailed proposed timeline for transaction completion

3. Term Sheet: High-level summary of key commercial terms, if already agreed

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














Clauses















Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations including share transfer provisions, pre-emption rights, directors' duties, share capital requirements, and company constitutional documents

Financial Services and Markets Act 2000: Regulates financial activities, including regulated transactions, financial promotion restrictions, and market abuse regulations

UK Takeover Code: Regulates takeovers of public companies, including mandatory offer thresholds and disclosure requirements

Contract Law: Includes Law of Property (Miscellaneous Provisions) Act 1989, common law principles of contract formation, and consideration requirements

Tax Legislation: Covers Stamp Duty, Stamp Duty Reserve Tax, Capital Gains Tax implications, and Income Tax considerations for share transfers

Data Protection Act 2018 and UK GDPR: Regulates the handling and protection of personal information during due diligence processes

Competition Law: Including Enterprise Act 2002, relevant for transactions meeting merger control thresholds

Money Laundering Regulations 2017: Stipulates due diligence requirements and source of funds verification for share transactions

Articles of Association: Company-specific document containing transfer restrictions and shareholder agreement provisions

Stock Exchange Rules: Applicable for publicly traded shares, covering disclosure obligations and trading restrictions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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