Agree the key commercial terms for selling the shares in your company – price, adjustments, earn-out, warranties and covenants – with binding exclusivity, confidentiality and costs.
Selling or exiting a business
Heads of Terms – Share Sale
About this document
Heads of terms (also called a term sheet or letter of intent) record the main terms the buyer and sellers have agreed in principle for the sale of the entire share capital of a company. Most of the terms are not legally binding, but they set the framework for the sale and purchase agreement and greatly reduce later arguments. Exclusivity, confidentiality and costs are made binding.
The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.
Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.
Included in the pack
Selling or exiting a business
for every document in this category
Editable Microsoft Word files
Guidance notes in every document
Written for UK businesses
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