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Home › Tools › LOI Generator
Generator

Letter of Intent (LOI) Generator

Generate a professional LOI for business acquisition. Enter your deal terms and get a properly formatted letter ready for review.

What this tool does: This LOI generator creates a professional Letter of Intent for business acquisition. Enter the purchase price, financing structure, timeline, and key terms — get a complete LOI document with standard acquisition clauses, confidentiality provisions, and exclusivity terms that you can take to a broker or seller.

Parties

Deal Terms

Timeline & Exclusivity

Important: This LOI generator produces a standard acquisition LOI template for informational purposes only. It is not legal advice. Have a qualified business attorney review any LOI before signing — especially the binding confidentiality and exclusivity provisions. Legal review costs $500–$2K and is a worthwhile investment before committing to a deal.
Next Step

Business Valuation Calculator

Not sure if your offer price is right? Run a valuation first before submitting your LOI.
Financing

SBA 7(a) Pre-Qual Checker

Check your SBA financing eligibility before committing to a deal structure in your LOI.
Due Diligence

Due Diligence Checklist

After the LOI is signed, use this 70+ item checklist to investigate the business.
Research

Where Displaced Tech Pros Land

See the income data by prior role — which career backgrounds succeed in business acquisition.

Frequently Asked Questions

What is a Letter of Intent (LOI) and why do I need one?
A Letter of Intent (LOI) is a non-binding document that outlines the basic terms of your acquisition offer before the formal purchase agreement is negotiated. It signals to the seller that you're serious and creates a framework for due diligence. Key LOI terms include: purchase price, financing structure, timeline, exclusivity period, and contingencies. A well-structured LOI protects both parties and accelerates the closing process.
Is an LOI legally binding?
Most of an LOI is non-binding, but some provisions survive execution: the confidentiality clause and the exclusivity/no-shop clause are typically binding. The purchase terms (price, structure) are non-binding — this is intentional, as it allows both parties to negotiate the final purchase agreement without being locked into the LOI terms. Always read the specific language carefully before signing.
What is the exclusivity period and why does it matter?
The exclusivity period (typically 30–60 days) prevents the seller from soliciting or accepting other offers while you complete due diligence. This is critical because it gives you time to investigate the business without competition from other buyers. Without exclusivity, the seller can accept a competing offer at any time, leaving you with sunk due diligence costs and no deal. Always negotiate for at least 30 days of exclusivity.
What contingencies should an LOI include?
Essential LOI contingencies: (1) Financing contingency — offer is contingent on securing acquisition financing (SBA loan, seller financing) within a specified period. (2) Due diligence contingency — buyer can walk away after due diligence if material issues are found. (3) Appraisal contingency — for deals where the purchase price exceeds a certain threshold. (4) Third-party consent — if any customer contracts require consent for assignment. Build in enough flexibility so you're not forced to close a bad deal.
How should I structure the purchase price in the LOI?
Specify whether the price is an asset purchase or equity purchase, whether it's a fixed price or subject to adjustment based on working capital at closing. Include any earnout provisions if part of the price is contingent on future performance. Note whether the price is inclusive or exclusive of: inventory, cash on hand, and any seller-held receivables. These details prevent disputes at closing.
Should I have a lawyer review the LOI before signing?
Yes — always have a lawyer review the LOI before signing, even if it's a simple small business deal. A lawyer will ensure the binding provisions (confidentiality, exclusivity) protect you, that the contingencies are broad enough to give you an exit if needed, and that the timeline is realistic. LOI review costs $500–$2K depending on complexity — much less than the legal fees if you close a bad deal or get into a dispute without proper terms.