A Letter of Intent to Sell Business is a crucial preliminary document used in Canadian business transactions when a business owner intends to sell their enterprise to a potential buyer. It serves as a roadmap for the transaction, documenting the parties' serious intention to proceed with the sale while allowing flexibility for detailed negotiations. The document typically combines non-binding commercial terms with binding confidentiality and exclusivity provisions, operating within the framework of Canadian federal and provincial laws. It is used after initial discussions but before detailed due diligence and definitive agreements, helping to align parties' expectations and outline key transaction terms including price range, structure, timeline, and conditions. This document is particularly important in Canadian business practice as it helps ensure compliance with relevant regulations while providing a clear framework for moving forward with the transaction.
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1. Date and Parties: Identification of the seller and potential buyer, including full legal names and addresses
2. Background/Introduction: Brief description of the business being sold and the parties' intention to enter into negotiations for the sale
3. Purchase Price and Payment Terms: Proposed purchase price range or specific amount, payment structure, and any earnout considerations
4. Transaction Structure: Whether the sale will be structured as an asset sale or share sale
5. Due Diligence: Outline of the due diligence process, timeline, and access to information
6. Confidentiality: Binding provisions regarding the confidential treatment of information exchanged
7. Exclusivity Period: Binding provision specifying the period during which the seller cannot negotiate with other potential buyers
8. Timeline: Key dates and milestones for due diligence, definitive agreement, and closing
9. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions
10. Governing Law: Specification that the LOI is governed by Canadian law
11. Signatures: Execution blocks for all parties
1. Key Employee Arrangements: Used when retention of specific employees is crucial to the transaction
2. Regulatory Approvals: Include when the transaction may require competition law or other regulatory approvals
3. Break Fee: Used in larger transactions to specify fees if either party terminates negotiations
4. Deposit: Include when a good faith deposit is required
5. Financing Contingency: Used when buyer's obligation to proceed is contingent on obtaining financing
6. Asset/Liability Allocation: Include in asset sales to broadly outline what is included/excluded
7. Post-Closing Covenants: Used when seller's non-compete or transition assistance is crucial
8. Environmental Matters: Include for businesses with significant environmental considerations
9. Broker/Finder Fees: Include when intermediaries are involved in the transaction
1. Business Description: Detailed description of the business operations, assets, and structure
2. Key Assets: High-level list of major assets included in the sale
3. Excluded Assets/Liabilities: Preliminary list of assets/liabilities that will be excluded from the transaction
4. Key Financial Metrics: Summary of important financial information that forms basis of purchase price
5. Due Diligence Requirements: List of key documents and information required for due diligence
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