If you're a small business owner considering selling your business, you've probably heard the term "Letter of Intent" (LOI). But what exactly is an LOI, and why is it a critical step in the business sale process? Here's everything you need to know about understanding and navigating an LOI as a small business seller.

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What is a Letter of Intent (LOI)?

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An LOI is a formal document expressed in writing that signifies a buyer's intent to purchase your business. While not legally binding in most cases, it outlines the key terms and conditions of the proposed deal, setting the foundation for further negotiations and due diligence. Think of it as a roadmap that ensures both parties are on the same page before moving forward to the final stages of a sale.

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Why Is an LOI Important for Sellers?

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1. Clarity on Terms

The LOI clearly defines the buyer's intentions, including the purchase price, payment structure, and any contingencies. Understanding these details upfront helps you determine whether the proposed deal aligns with your expectations.

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2. Sets the Tone for Negotiations

The LOI lays the groundwork for discussions between you and the buyer. It can help identify potential deal-breakers early, saving both parties from wasting time if you're not aligned.

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3. Initiates Due Diligence

Signing an LOI typically marks the start of the buyer’s due diligence process. This is when they review your business’ financials, operations, legal standing, and other key details. Having an LOI ensures you’re starting this process on a solid foundation.

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4. Protects Seller Interests

While not all terms in an LOI are binding, provisions like confidentiality clauses ensure your business information is protected during the due diligence phase.

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Key Elements of an LOI

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Here are some of the main components you should expect to find in an LOI as a seller:

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1. Purchase Price

The agreed-upon price or price range the buyer is willing to pay for your business.

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2. Payment Terms

Whether the payment will be in cash, financed, or offered as earnouts (payments tied to future performance).

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3. Transaction Structure

Whether the sale is an asset purchase or a stock purchase.

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4. Due Diligence Timeline

A defined period during which the buyer will evaluate your business.

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5. Contingencies

Conditions that must be met for the sale to move forward, such as securing financing or landlord approvals.

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6. Exclusivity Clause

A period during which you agree not to negotiate with other potential buyers. This is usually added to protect the buyer, so evaluate it carefully.

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7. Confidentiality Clause

A legally binding agreement ensuring that sensitive information about your business stays protected.

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Tips for Sellers When Reviewing an LOI

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1. Consult an Advisor

While an LOI may not be legally binding, certain provisions, such as exclusivity and confidentiality, are enforceable. Work with an attorney or business broker to review the document and advise on any potential red flags.

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2. Focus on the Fundamentals

Pay close attention to key terms like price, payment structure, and contingencies. Make sure the deal aligns with your goals before proceeding further.

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3. Be Prepared for Negotiations

The LOI is often the first step in a longer negotiation process. Be ready to address buyer questions and concerns to get the best deal for your business.

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4. Understand the Timeline

Know the deadlines for due diligence and exclusivity. These impact how quickly you’ll move toward closing the deal.

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An LOI is a crucial stepping stone in the process of selling your small business. While it’s not the final agreement, it sets the stage for the eventual sale and provides clarity on what both parties can expect moving forward. By understanding the LOI and its components, you can confidently take this major step toward selling your business.

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If you're new to this process, don't hesitate to seek professional guidance from an M&A advisor fim such Boring Ventures. Selling a business can be complex, but with the right preparation and support, you can maximize the value of your hard work and ensure a smooth transition to the next chapter.

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Happy Hunting 😊

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