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What Is a Letter of Intent (LOI) For Buying a Business?

If you’re considering buying a business, it’s important to understand what a letter of intent (LOI) is for buying a business.

Letter of Intent (LOI)

In business, the letter of intent (LOI) is a formal, non-binding document that describes a contract in principle for the buyer to buy the seller’s business at a certain price and under specific conditions. Before moving on to “due diligence,” the buyer must first sign a mutually agreed LOI. The LOI should include information such as the description of the assets to be purchased, any assumed liabilities, the seller’s non-compete agreement terms etc.

Need for LOI

Although selling a business involves risks, it’s typical for purchasers and sellers to have hopes and concerns about a merger or sale. A buyer and vendor must trust one another during a business purchase negotiation to reach an agreement. An LOI is an essential component of any successful business sale. An LOI is an informal mechanism for starting trade between buyer and seller during a company acquisition transaction.

The LOI is a manuscript that “sets the stage” for your company acquisition. The LOI’s provisions will define both sides’ expectations before the sale. 

3 Stages of Discussion Before LOI

  1. The first stage is a general discussion about revenue, earnings, and the industry without the buyer knowing the business’s actual name.
  2. The second stage begins. Suppose the buyer is genuinely interested and qualified to purchase the firm. In that case, they will execute a non-disclosure agreement, allowing them to receive a confidential business memorandum (CBM), sometimes known as “the book,” which includes comprehensive information on the company. The CBM should provide enough data about the company for the prospective buyer to submit an indication of interest, which may result in a meeting with the owner.
  3. The third stage begins with the buyer proposing, negotiating, and reaching an agreement on the key terms of the transaction with the seller. It is generally handled in a LOI or Term Sheet, a written, non-binding document that outlines an agreement for the buyer to purchase the seller’s business and specifies the proposed price and conditions. Before moving into “due diligence,” the buyer must fulfill its obligations under this LOI.

2 Main Motives for Entering Into an LOI 

  • Negotiating and putting everything down in writing right away can save time and money while reducing misunderstandings and conflicts later on. Drafting a comprehensive purchase agreement may be time-consuming and challenging without basic knowledge of all the transaction terms in an LOI. An LOI is generally 6-8 pages long, but a purchase agreement is frequently much longer.
  • An expert buyer will not go into due diligence, analyze all of the information about the company, and hire CPAs for tax advice and attorneys to draft purchase documents unless they have a pre-existing right to buy it.


To conclude, a letter of intent is a crucial step in buying or selling a business. It allows both parties to agree on key terms and confidently move forward with the transaction. If you’re assuming buying or selling a business, consult with an experienced business law attorney to ensure that your welfare is protected every step of the way.

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