A letter of intent, commonly known as an LOI, is a crucial document in many business transactions, corporate mergers, acquisitions, and other legal agreements. Whether you are a start-up company seeking investments or a veteran business looking to expand your horizons, understanding how to write a letter of intent can spare you unnecessary legal headaches and misunderstandings.

Unfortunately, having a comprehensive understanding of the letter of intent is not exactly straightforward. From deciding when to send a formal LOI to the importance of selecting the right jurisdiction, there is much more than meets the eye when it comes to this document. As a result, it is not surprising that many business-savvy New Yorkers find themselves pondering the following FAQs when it comes to writing a letter of intent.

What Is a Letter Of Intent and What Is It Used For?

A letter of intent is a statement of intent, in which one party expresses their commitment to participating in a business transaction. It is not an enforceable contract yet signals the willingness of a party to move forward with negotiations and outlines how intentions of both parties should be interpreted. Its purpose is to protect both parties involved and avoid any confusion or misinterpretations.

Perhaps the most common use of a letter of intent is in the context of a merger or acquisition. During this process, an LOI can spell out the responsibilities of each party, including the important details of the transaction and the eventual agreement. It might also include the names of the parties involved, the assets and liabilities of the companies, the division of profits, and any other terms. Furthermore, this document may also include a non-disclosure agreement, setting out a timeline for the negotiations, and outlining any confidentiality requirements.

When Should I Send a Letter Of Intent?

The timing of sending an LOI can be mindful of many considerations. In many cases, it is best to send a letter of intent prior to entering formal negotiations. This allows each party to become familiar with the proposed deal, giving time to consider the options and the ramifications of the transaction. In other cases, it may be best to wait until negotiations have already been initiated.

It is important to realize that the LOI is not necessarily binding. Therefore, it is up to the parties involved to decide whether to sign a binding contract. Understanding the context and purpose of the letter of intent will help you determine the best timing for sending it.

Is a Letter Of Intent the Same as a Term Sheet?

A letter of intent is often confused with a term sheet, but these two documents serve different purposes. While a letter of intent expresses the intention of the parties to enter into negotiations and outlines general information about a proposed deal, a term sheet is a much more detailed document that includes specific terms, conditions, and commitments. It’s important to note that a term sheet is often legally binding, while a letter of intent is normally not.

What Are the Elements of a Letter Of Intent?

Though any given letter of intent will vary depending on the situation and parties involved, there are some key elements you should be aware of when writing an LOI. These include:

The names and identities of the parties involved

A statement of the purpose of the transaction

The benefits of the transaction to both parties

Negotiating and decision-making rights

A timeline for the negotiations

Clauses for confidentiality

Termination clauses

Depending on the specifics of the transaction, other key information may also be included in the letter of intent.

Does a Letter Of Intent Need to Be in Writing?

A letter of intent is a legally binding document, and as such, it must be in writing. Though verbal agreements are sometimes binding, it is always better to make sure that each party’s intentions are outlined in a formal agreement that has been reviewed and signed by all parties involved.

Does a Letter Of Intent Need to Be Notarized?

A letter of intent does not generally need to be notarized to be valid. This is because it is not a binding contract. It will typically be signed by all parties involved as a reference for the parties to adhere to while engaging in negotiations.

Do I Need to Get Legal Advice to Write a Letter Of Intent?

It is a good idea to get legal counsel when writing a letter of intent to ensure that all parts of the agreement are in compliance with the law of that specific jurisdiction. In New York, an experienced business lawyer can help you review the proposed LOI and make sure that it is legally sound, as well as provide comprehensive legal advice on matters relevant to the transaction.

When selecting a lawyer to help you during the process of writing a letter of intent, it’s always best to choose a licensed professional with a deep understanding of the legal system in New York. With UpCounsel's network of experienced business lawyers, you can be assured that your LOI is safe in their hands.

By understanding the key features of a letter of intent and the relevant FAQs, businesses in New York can be confident of writing a legally sound LOI that is in compliance with all applicable laws and protects the interests of all involved. With the right considerations, creating a letter of intent can be a straightforward process.


Letter of Intent,

Business Transactions,

Legal Agreements