BTB Buyer Guide

Letter of Intent When Buying a Business

A letter of intent can summarize the proposed business acquisition before the parties spend more time and money negotiating definitive documents.

BTB guide · Updated September 30, 2026

What buyers should understand

An LOI may address purchase price, asset or equity structure, financing assumptions, seller financing, due diligence access, exclusivity, confidentiality, transition support and an expected closing timeline. Some provisions can be binding even when much of the LOI is described as nonbinding, so the actual language matters.

Practical example

Treat the LOI as a deal roadmap, not a substitute for definitive purchase documents. Tie proposed terms to what still needs verification and have qualified legal counsel review the language before signing when appropriate.

Use this inside BTB

Educational information only. Verify legal, tax, accounting, financing and transaction questions with qualified professionals and current source material.

Related buyer guides

SDE explained · Valuation · Due diligence · Seller financing · Making an offer