A Letter of Intent to Purchase Business is a crucial preliminary document in business acquisitions within the United Arab Emirates. It serves as a formal expression of interest and outlines the basic terms and conditions under which a potential buyer intends to acquire a business. While predominantly non-binding, it establishes the framework for negotiations and includes essential elements such as proposed purchase price, payment structure, exclusivity period, and confidentiality obligations. The document must comply with UAE Federal Law No. 32 of 2021 and related regulations, particularly regarding foreign ownership restrictions and business transfer requirements. It's typically used after initial discussions but before detailed due diligence and final purchase agreements, helping parties align their expectations and establish a clear pathway toward the transaction's completion.
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1. Letter Header: Formal business letter heading including date, addressee details, and reference number
2. Subject Line: Clear statement indicating this is a Letter of Intent for Business Purchase
3. Introduction: Identification of the parties and their roles (potential buyer and seller)
4. Business Description: Clear identification of the target business and its current ownership
5. Purchase Intent: Clear statement of intention to purchase the business
6. Proposed Terms: Key commercial terms including proposed purchase price and payment structure
7. Due Diligence: Statement regarding the need and timeline for due diligence process
8. Exclusivity: Period during which the seller agrees not to negotiate with other parties
9. Confidentiality: Statement regarding confidentiality of negotiations and information exchange
10. Timeline: Proposed timeline for completing the transaction
11. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified clauses
12. Closing: Formal letter closing with signature blocks for both parties
1. Deposit Terms: Include when a good faith deposit is part of the transaction
2. Financing Contingency: Include when the purchase is subject to obtaining specific financing
3. Employee Retention: Include when there are specific intentions regarding existing employees
4. Regulatory Approval: Include when the transaction requires specific regulatory approvals
5. Post-Closing Support: Include when seller's assistance post-transaction is required
6. Non-Compete Provisions: Include when preliminary non-compete terms need to be established
1. Schedule A - Business Information: Basic information about the business including legal structure, licenses, and locations
2. Schedule B - Preliminary Price Calculation: Overview of the proposed purchase price structure and key financial terms
3. Schedule C - Key Assets: Preliminary list of major assets included in the proposed transaction
4. Schedule D - Due Diligence Requirements: Initial list of documents and information required for due diligence
5. Schedule E - Timeline: Detailed proposed timeline for key transaction milestones
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