A Letter of Intent (LOI) is one of the most important milestones in a small business acquisition. While it is typically non-binding, the LOI establishes the economic terms, deal structure, and expectations that will guide the entire transaction. From purchase price and financing structure to exclusivity and the due diligence timeline, the terms negotiated in the LOI often shape how the rest of the deal unfolds. Understanding the key components of an LOI can help buyers avoid costly misunderstandings and enter the diligence phase with a clear framework for getting the deal to closing.
