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A Letter of Intent to Transfer Shares is commonly used in Philippine business transactions as a preliminary step before executing a formal share purchase agreement. This document is particularly important in the Philippine corporate landscape, where share transfers must comply with the Revised Corporation Code and Securities Regulation Code. It typically includes essential information such as the number of shares to be transferred, proposed price, timeline, and any conditions precedent. While not fully binding, it demonstrates serious intent and often includes certain binding provisions such as confidentiality and exclusivity. The document is particularly useful in complex transactions where parties need to outline their understanding before proceeding with detailed due diligence and final documentation. It provides a structured framework for negotiations while allowing flexibility for terms to be refined in the final agreement.

1. Letter Header and Date: Formal business letter header including sender's details, recipient's details, and date

2. Subject Line: Clear indication that this is a Letter of Intent for Share Transfer

3. Opening Statement: Introduction of the parties and purpose of the letter

4. Current Shareholding Details: Description of the current ownership status of shares to be transferred

5. Proposed Transaction: Details of the intended share transfer including number of shares, class of shares, and proposed price

6. Timeline: Proposed timeline for completing the share transfer

7. Due Diligence: Brief statement about any required due diligence process

8. Conditions Precedent: Key conditions that must be met before the transfer can proceed

9. Closing Statement: Statement of intent to proceed and execute formal documents

10. Signature Block: Space for signatures of both parties