Your company is for sale, and a potential buyer has announced their interest. To make the negotiations run smoothly, you can draw up a declaration of intent, in which you record matters like the negotiation procedure, exclusivity and confidentiality. This will help to keep the sales process transparent and avoid unpleasant surprises. You do not need a civil notary’s services to draw up a declaration of intent.
What is in a declaration of intent?Declarations of intent come in all shapes and sizes: from a single A4 sheet of paper with a few general agreements to an extensive declaration, that in fact constitutes a provisional sales contract. You can ask an expert, for instance a lawyer, to help you draw up the declaration of intent. The declaration of intent usually contains the following points:
- period during which the declaration is valid;
- exclusivity clause: you are not allowed to negotiate with other parties;
- determination of value: how to calculate your company value, what to include and what not;
- caveats / commitments: how binding is the agreement;
- applicable law, for instance, you can include that Dutch law applies to this declaration;
- Disputes procedure, for instance, that disputes will be submitted to the district court in Rotterdam.