Impact-Site-Verification: 59dd913e-d960-427c-8346-c2264d98dcae

Included with LeaseCraft Annual · Preview free

Letter of Intent to Buy a Business

Create a letter of intent to buy a business, covering price, deposit, seller financing, due diligence, exclusivity and confidentiality. Preview first.

Start your Letter of Intent Browse documents
Guided questions Preview before you download PDF and editable Word (DOCX)

What this document does

A letter from a buyer to the owner of a business proposing to buy the business, either its assets or the ownership of the company that runs it. It sets out the proposed price and how it is paid (including any deposit, seller financing and earn-out), due diligence, the plan for a definitive purchase agreement and closing conditions, and a clear statement that the proposal is non-binding except for exclusivity, confidentiality, expenses, termination and governing law. The seller countersigns.

What it covers

  • The Proposed Transaction
  • Purchase Price
  • Due Diligence
  • Definitive Agreement and Closing
  • Other Proposed Terms
  • Binding and Non-Binding Terms
  • Exclusivity
  • Confidentiality
  • Expenses and Brokers
  • Termination
  • Governing Law and Signatures

A template you fill in yourself from your own answers. LeaseCraft is not a law firm and does not give legal advice; for advice about your situation, talk to a lawyer.

How it works

1

Answer the questions

Plain-language questions about the people, dates and terms.

2

Preview it free

Read the document built from your answers and change anything before you download.

3

Download PDF and Word

Included with LeaseCraft Annual ($19.99/year).

Questions about the Letter of Intent

A letter from a buyer to a business owner that sets out the main terms of a proposed purchase, such as the price, how it would be paid, what is being bought, the time for due diligence, and the target date for a final purchase agreement. It lets both sides confirm they agree on the big points before spending money on the final agreement.

This letter says that the deal terms, including the price, are not binding and that neither side has to buy or sell unless both sign a final purchase agreement. Only a short list of provisions is binding once the seller signs: exclusivity, confidentiality, each side paying its own expenses, termination, and governing law. You can also choose to make the seller's promise to give due diligence access binding.

The letter supports both. In an asset purchase the buyer takes over the assets it chooses and usually leaves the old debts with the seller. In a purchase of shares or membership interests the buyer takes over the company, which keeps its own liabilities. The choice has tax and liability consequences, so discuss it with an accountant or attorney.

The buyer carries out due diligence while the seller stops talking to other buyers for the exclusivity period, and the parties negotiate the final purchase agreement. The letter ends on the date you choose, when the final agreement is signed, or earlier by written notice.

Create your Letter of Intent

Answer the questions, then preview the finished document before you download it.

Start now
Draft saved
Home
Create
States