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Letter Of Intent To Purchase Business for Malaysia

Letter Of Intent To Purchase Business Template for Malaysia

A formal document used in Malaysian business acquisitions that outlines the preliminary terms and conditions for a proposed business purchase. This document serves as a framework for negotiations and due diligence, establishing key elements such as purchase price, exclusivity period, and confidentiality requirements. While primarily non-binding except for specific provisions, it demonstrates serious intent and commitment to the transaction under Malaysian law, particularly adhering to the Contracts Act 1950 and Companies Act 2016.

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What is a Letter Of Intent To Purchase Business?

The Letter of Intent to Purchase Business is a crucial preliminary document in Malaysian business acquisitions, serving as a stepping stone between initial discussions and the final purchase agreement. It is typically used when a potential buyer has serious interest in acquiring a business and wants to formalize their intent while maintaining flexibility. The document outlines key terms including proposed purchase price, exclusivity period, and due diligence requirements, while establishing confidentiality obligations. Under Malaysian law, particularly the Contracts Act 1950 and Companies Act 2016, most provisions are non-binding except for specifically identified binding elements such as confidentiality and exclusivity clauses. This document helps structure negotiations and provides a clear framework for progressing toward a definitive agreement.

What sections should be included in a Letter Of Intent To Purchase Business?

1. Date and Parties: Identifies the date of the LOI and the full legal names and addresses of both the potential purchaser and the current business owner/seller

2. Background/Introduction: Brief context about the business being purchased and the parties' intention to enter into the transaction

3. Definitions: Key terms used throughout the letter that require specific definition

4. Purchase Intent: Clear statement of the intention to purchase the business and brief description of what is being purchased (assets, shares, etc.)

5. Proposed Purchase Price: Indication of the proposed purchase price or price range, including any price adjustment mechanisms

6. Due Diligence: Overview of the due diligence process, timeline, and requirements for access to information

7. Confidentiality: Terms regarding the confidential treatment of information exchanged during negotiations

8. Exclusivity: Period during which the seller agrees not to negotiate with other potential buyers

9. Timeline: Proposed timeline for due diligence, negotiation, and completion of the transaction

10. Non-Binding Nature: Clear statement of which provisions are non-binding (except typically confidentiality and exclusivity)

11. Governing Law: Specification that Malaysian law governs the LOI

12. Signature: Execution blocks for all parties

What sections are optional to include in a Letter Of Intent To Purchase Business?

1. Deposit Terms: Include when a good faith deposit is required as part of the transaction

2. Financing Contingency: Include when the purchase is contingent on the buyer securing specific financing

3. Employee Matters: Include when there are specific intentions or requirements regarding existing employees

4. Real Estate: Include when the business purchase includes real estate assets or lease assignments

5. Regulatory Approvals: Include when the transaction requires specific regulatory approvals

6. Break Fee: Include when parties agree to a fee if either party terminates negotiations

7. Intellectual Property: Include when IP assets are a significant part of the purchase

8. Post-Closing Covenants: Include when there are specific post-sale requirements like non-compete agreements

What schedules should be included in a Letter Of Intent To Purchase Business?

1. Schedule A - Business Description: Detailed description of the business, its assets, and operations

2. Schedule B - Preliminary Purchase Price Calculation: Breakdown of the proposed purchase price and any adjustments

3. Schedule C - Due Diligence Requirements: List of documents and information required for due diligence

4. Schedule D - Timeline: Detailed timeline with specific milestones and deadlines

5. Schedule E - Key Assets: Preliminary list of key assets included in the purchase

6. Appendix 1 - Confidentiality Terms: Detailed confidentiality provisions and requirements

7. Appendix 2 - Exclusivity Terms: Detailed exclusivity provisions and requirements

Authors

Alex Denne

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

Jurisdiction

Malaysia

Publisher

Ƶ

Cost

Free to use

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