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A Letter of Intent to Buy a Business is a crucial preliminary step in the business acquisition process under Belgian law. It is typically used when a potential buyer has serious interest in acquiring a business and wants to formalize their intent while maintaining flexibility for negotiations. The document outlines key terms such as proposed purchase price, transaction structure, and timeline, while establishing parameters for due diligence and exclusive negotiations. While primarily non-binding, certain provisions like confidentiality and exclusivity are typically binding. The document must comply with Belgian civil law principles and relevant commercial regulations, particularly when dealing with regulated industries or transactions requiring competition authority approval. It serves as a roadmap for the transaction and helps prevent misunderstandings between parties during the negotiation phase.

1. Date and Parties: Identifies the date of the letter and the full legal names and addresses of both parties

2. Introduction: Brief statement of intent to acquire the target business

3. Transaction Structure: Outlines the proposed structure of the transaction (share purchase, asset purchase, etc.)

4. Purchase Price: Indicates the proposed purchase price or price range and payment terms

5. Due Diligence: Outlines the scope and process for conducting due diligence

6. Confidentiality: Binding provisions regarding the confidential treatment of information

7. Exclusivity: Terms of exclusive negotiation period if applicable

8. Timeline: Proposed schedule for due diligence, negotiation, and closing

9. Costs: Each party's responsibility for their own costs and expenses

10. Non-Binding Nature: Clear statement of which provisions are non-binding vs. binding

11. Governing Law: Specification of Belgian law as governing law

12. Signatures: Signature blocks for authorized representatives of both parties