Term Sheet For Sale Of Business for Singapore

Term Sheet For Sale Of Business Template for Singapore

A Term Sheet for Sale of Business under Singapore law is a preliminary document that outlines the key terms and conditions for the proposed sale and purchase of a business. It serves as a framework for the subsequent definitive agreements and typically includes essential elements such as purchase price, payment terms, conditions precedent, and key commitments of the parties. While generally non-binding except for specific provisions, it provides a structured basis for negotiating the final transaction documents under Singapore's legal framework.

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What is a Term Sheet For Sale Of Business?

The Term Sheet For Sale Of Business is a crucial initial document in business acquisition transactions under Singapore law. It is typically used when parties have reached preliminary agreement on key commercial terms but before detailed due diligence and definitive agreements. The document captures essential deal terms including price, structure, conditions, and timeline, while usually maintaining non-binding status except for specific provisions like confidentiality and exclusivity. It serves as a roadmap for the transaction and subsequent documentation, reflecting Singapore's commercial practices and legal requirements.

What sections should be included in a Term Sheet For Sale Of Business?

1. Parties: Identification of buyer and seller entities

2. Background: Context of the transaction and business being sold

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Whether asset sale or share sale, and key transaction elements

5. Purchase Price: Consideration and payment terms

6. Key Conditions Precedent: Essential conditions to be met before closing

7. Timeline: Key dates and milestones for the transaction

8. Binding Terms: Which provisions are legally binding

What sections are optional to include in a Term Sheet For Sale Of Business?

1. Due Diligence: Process and scope of due diligence review - include when detailed due diligence process needs to be agreed

2. Exclusivity: Terms of exclusive negotiation period - include when seller agrees not to negotiate with other parties

3. Break Fee: Compensation if deal fails under specific circumstances - include in larger transactions where significant costs may be incurred

4. Employee Matters: Treatment of employees post-transaction - include when significant employee transfers are involved

What schedules should be included in a Term Sheet For Sale Of Business?

1. Asset Schedule: List of key assets included in the sale

2. Excluded Assets Schedule: List of assets specifically excluded from the sale

3. Key Contracts Schedule: List of material contracts to be transferred

4. Intellectual Property Schedule: List of IP rights included in the sale

5. Key Employee Schedule: List of key employees and their terms

Authors

Alex Denne

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

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Industries

Companies Act (Cap. 50): Primary legislation governing corporate transactions, business transfers, share transfers, asset sales, and corporate governance requirements in Singapore

Sale of Goods Act (Cap. 393): Regulates the sale of business assets and transfer of title and property in business sale transactions

Competition Act (Cap. 50B): Covers merger control provisions, anti-competitive behavior regulations, and mandatory notification requirements for transactions exceeding certain thresholds

Employment Act (Cap. 91): Governs the transfer of employees, preservation of employment terms, and notice requirements during business sales

Personal Data Protection Act 2012: Regulates the transfer of customer and employee data and data protection obligations during business transfers

Stamp Duties Act: Covers stamp duty implications for property transfers and share transfer duties in business sales

Income Tax Act: Addresses tax implications and capital gains considerations in business sale transactions

Land Titles Act: Relevant for business sales involving real estate property transfers

Planning Act: Applicable for business sales involving property development or land use considerations

Industry-Specific Regulations: Including Banking Act, Securities and Futures Act, Insurance Act, and other sector-specific regulations depending on the nature of the business

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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