Letter of Intent Template for Buying a Business

LETTER OF INTENT: ASSET/STOCK ACQUISITION

Document ID: TR-8842-ACQ
Effective Date: [____/____/2026]

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INSTRUCTIONS FOR USE

• Completion: This form is to be completed by the Buyer or their authorized legal representative. Ensure all bracketed fields are populated with precise data before distribution.
• Retention: This document must be retained in the corporate minute book for a minimum of seven (7) years following the closing of the transaction or termination of negotiations.
• Attachments: Mandatory attachments include: (a) Schedule of Excluded Assets, (b) Preliminary Due Diligence Checklist, and (c) Evidence of Buyer’s Proof of Funds/Financing.

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1. PARTIES

Buyer: [__________] ("Buyer")
Seller: [__________] ("Seller")
Target Entity: [__________] ("Target")

2. TRANSACTION STRUCTURE

The Buyer proposes to acquire: [ ] Assets of the Target
[ ] Equity/Stock of the Target
[ ] Merger or other reorganization: [__________]

3. PURCHASE PRICE AND TERMS

Total Consideration: [__________] (USD)
Payment Breakdown:

• Initial Deposit: [__________] (Due upon execution of this LOI)
• At Closing: [__________]
• Deferred/Earn-out: [__________] (Details: [__________])

4. DUE DILIGENCE PERIOD

Buyer shall have [__________] days from the Effective Date to conduct a comprehensive review of the Target’s financial, legal, and operational records. Seller agrees to provide full access to all requested information.

5. EXCLUSIVITY ("NO-SHOP" CLAUSE)

Upon execution, Seller agrees not to solicit, discuss, or negotiate with any other potential buyer for a period of [__________] days.

6. CONDITIONS PRECEDENT

Closing is subject to the following:

• Successful completion of Due Diligence.
• Execution of a Definitive Purchase Agreement.
• Receipt of third-party consents/regulatory approvals.
• Other: [__________]

7. CONFIDENTIALITY

The parties agree to keep the existence of this LOI and all terms contained herein strictly confidential, disclosing such information only to professional advisors who require it for the performance of their duties.

8. NON-BINDING NATURE

Except for the provisions regarding Exclusivity, Confidentiality, and Governing Law, this Letter of Intent is intended to be a non-binding expression of interest and does not create a legal obligation to complete the transaction.

9. GOVERNING LAW

This LOI shall be governed by the laws of the State/Province of [__________].

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EXECUTION

FOR BUYER:
Signature: __________________________
Printed Name: [__________]
Title: [__________]
Date: [____/____/2026]

FOR SELLER:
Signature: __________________________
Printed Name: [__________]
Title: [__________]
Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.