Letter of Intent to Purchase a Business — Free Non-Binding Template
A letter of intent to purchase a business tells a seller you're a serious buyer and outlines the main terms you're proposing — price, what's included, due diligence and timing — before anyone commits to a final deal. This template keeps the letter clearly non-binding, so it opens a negotiation without locking either side in.
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Free to preview[Your full name]
[Your email and phone]
October 15, 2026
[Who you're writing to]
[Their company, school or organization]
Re: Letter of intent — [What you intend to pursue]
Dear [Who you're writing to],
I am writing to formally express my intent to pursue [What you intend to pursue].
[Your background and qualifications]
[Why you want this, and what you'd bring]
Thank you for your time and consideration. I look forward to hearing from you and would welcome the chance to discuss next steps.
Sincerely,
[Your full name]
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Keep it clearly non-binding
A letter of intent to buy a business is normally a starting point for negotiation, not a contract. When you fill in proposed terms, this template adds a statement that the letter is non-binding and that neither side is obligated until a final written agreement is signed.
Be careful about adding promises. Some letters of intent include binding sections, such as confidentiality, exclusivity, where the seller agrees not to talk to other buyers for a period, or who pays which costs. If you include anything like that, have the letter reviewed before you sign it. The final purchase agreement should always be prepared or reviewed by someone with business transaction experience.
Terms worth outlining
Most purchase letters of intent cover the price, whether you're buying assets or the whole company, what's included, how you'll pay, what you need to review during due diligence, any conditions such as financing or lease approval, a transition period, and a target closing date.
Keep each term short and clear. The goal is to confirm you and the seller are close enough on the big points to justify the time and cost of due diligence and a full agreement.
What happens next
If the seller is interested, expect a counteroffer or questions. Once you agree on the main terms, you'll usually sign a confidentiality agreement, review the financial records and contracts, and then negotiate the final purchase agreement.
Don't treat a signed letter of intent as a done deal. Many purchases change or fall through during due diligence, so avoid spending heavily or making commitments until the final agreement is signed.
What to do, step by step
Decide what kind of letter of intent you need
A letter of intent can be for a job, a graduate program, a scholarship or a business deal. Read any instructions from the employer, school or seller first, since they may say exactly what to cover.
Fill in the letter
Answer the questions above. State clearly what you're pursuing in the first line, then explain your background and your reasons in specific, concrete terms.
For a business deal, keep it non-binding
If you're proposing to buy a business, list the key terms and keep the non-binding statement in place. Have any deal letter reviewed before you sign it, since some sections of a letter of intent can be binding.
Edit for length and tone
Keep it to one page if you can. Cut general claims and keep specific achievements, numbers and examples.
Send it and follow up
Email it or submit it as instructed, keep a copy, and follow up politely if you don't hear back within a week or two.
What if you don't hear back after sending your letter of intent?
Give it a reasonable amount of time — usually one to two weeks for a job or business letter, and longer for school admissions, which often follow fixed decision dates. Then send a short, polite follow-up restating your interest and asking whether they need anything else from you.
If you still hear nothing, it may simply mean there's no opening right now or the timing isn't right. For a job, keep watching for postings and apply formally when one appears. For a business purchase, the seller may be talking to other buyers; ask whether they're open to discussing terms.
Whatever the outcome, keep your letter on file. A well-written letter of intent can be adapted quickly for the next opportunity, whether that's another employer, another program or another business.
Example letter of intent for business purchase
A filled-in sample with made-up details, so you can see the finished result.
Daniel Okoye
daniel.okoye@email.com · (303) 555-0187
October 5, 2026
Mr. Lindqvist
Riverbend Coffee Co.
Re: Letter of intent — the purchase of Riverbend Coffee Co., including its café at 410 Main Street, Fort Collins
Dear Mr. Lindqvist,
I am writing to formally express my intent to pursue the purchase of Riverbend Coffee Co., including its café at 410 Main Street, Fort Collins.
I have managed specialty coffee cafés in Denver for nine years, including two locations for Copper Kettle Coffee, and I am now looking to own and operate a business of my own. I have arranged financing through a combination of personal savings and an SBA-backed loan, subject to lender approval.
Riverbend has a loyal customer base and a strong reputation in the community, and I would like to keep its name, its staff and its character while growing its catering and wholesale business.
Proposed terms:
Purchase price of $340,000 for the business assets, including equipment, inventory, the Riverbend name and customer lists, with the assumption of the current lease subject to the landlord's approval. The purchase would depend on satisfactory review of the last three years of financial records and tax returns, approval of financing, and a transition period of 30 days during which you would help introduce me to suppliers and staff. I propose a target closing date of March 1, 2027.
This letter is a non-binding expression of intent. It is meant only as a basis for further discussion, and neither of us will be obligated to complete any transaction unless and until we both sign a final written agreement.
I would welcome a meeting to discuss these terms and am happy to sign a confidentiality agreement before reviewing your financial records.
Thank you for your time and consideration. I look forward to hearing from you and would welcome the chance to discuss next steps.
Sincerely,
Daniel Okoye
Frequently asked questions
Is a letter of intent to purchase a business binding?
Usually it's intended to be non-binding on the main deal terms, and this template says so. But some clauses, such as confidentiality or exclusivity, are often written to be binding. The exact wording decides, so get legal help before signing anything with binding sections.
Should I put a price in the letter of intent?
Yes, in most cases. A proposed price, or a price range with an explanation of how it was calculated, shows the seller you're serious and lets both sides see quickly whether a deal is realistic.
What is due diligence?
It's the buyer's review of the business before closing — financial statements, tax returns, contracts, leases, licenses, debts and anything else that affects value. Your letter of intent should make the purchase depend on a satisfactory review.
Can the seller talk to other buyers after receiving my letter?
Yes, unless you both agree to an exclusivity period. Buyers sometimes ask for a short exclusive window to complete due diligence, but that clause is usually binding, so have it reviewed before you sign.
What is a letter of intent?
It's a letter stating that you intend to pursue something specific — a job, admission to a program, a scholarship or a business transaction — and explaining why. For jobs and schools it works like a focused cover letter. In business, it outlines proposed deal terms before a final agreement.
Is a letter of intent legally binding?
Letters of intent for jobs or school aren't contracts. Business letters of intent are usually meant to be non-binding, but some sections, such as confidentiality or exclusivity, can be binding depending on the wording. That's why this template states clearly that a business letter is non-binding.
FairLetter is not a law firm and does not provide legal advice. Letters are templates you customize and send yourself.