Home Blog How To Write a Letter of Intent: 8 Steps to Follow

How To Write a Letter of Intent: 8 Steps to Follow

Jump to Section

Quick Facts — Letter of Intent Lawyers

How do you let other companies know that you can fulfill their business needs? Letters of intent are the perfect solution when starting the conversation and negotiating the terms of a deal. However, a poorly drafted document can result in disputes, miscommunications, and other business disruptions.

Avoid this scenario entirely and use the guide below when writing a letter of intent:

What Is a Written Letter of Intent?

A written letter of intent, also known as an LOI, is a legal document that parties use to express a commitment to a transaction while specifying terms and conditions for negotiation. LOI-specific terms include non-binding agreements, nondisclosure agreements, and confidentiality agreements. They are more informal than business contracts but less formal than business letters.

What Is the Purpose of a Letter of Intent?

The purpose of a letter of intent is to start the discussion about a transaction. It indicates one party’s serious commitment to procuring the final contract. It also documents the meaning and intent of the transaction’s inception.

Let’s take a closer look at the three ways a letter of intent serves its purpose:

Purpose 1. Initiate a Business Transaction

LOIs indicate that two or more parties are about to embark on a business transaction. These transactions typically involve mergers, acquisitions, purchase agreements, joint venture agreements, and employment relationships. Essentially, it’s a formalized and professional way to let a company know that you’re interested in fulfilling their needs.

Purpose 2. Set a Negotiation Point

LOIs also capture the meaning and intent of the transaction. You can think of them as additional documentation that supports the terms and conditions before the final agreement. After negotiation discussions, both parties may agree to use the LOI as the formal agreement or draft a separate contract entirely.

Purpose 3. Protect Both Parties

LOIs often contain provisions, such as nondisclosure agreements that require both parties to keep the transaction confidential. They may also include conditions such as exclusivity, which prohibits sellers and buyers from “shopping around.” Depending upon your industry and business deal, you can have as many provisions as necessary to protect your rights and interests.

Different Types of Letters of Intent

The type of LOI that you’ll use depends upon the transaction type. However, the good news is that there are virtually limitless options.

Here are the different types of letters of intent:

Type 1. Business

Business LOIs announce a tentative agreement between two companies. This document lays out the key terms upon which both parties agree to close and reach a final deal.

Type 2. Employment

Employment LOIs establish a job seeker’s interest in working for a company. They’re different from cover letters in that they usually focus on the employer rather than a specific job.

Type 3. Education

Education LOIs are part of the application process that confirms a prospective student’s interest in attending an educational institution. For example, schools can approach athletes with LOIs regarding potential positions as team members.

Type 4. Family Court

Family court LOIs are for parents who wish to determine guardianship and provision issues if they die before their children turn the age of majority. Although they are not legal documents, prospective guardians can use them to determine the children’s future in family court.

Type 5. Grants

Grant LOIs inform agencies about the amount of work required for the project and how the individual or organization plans to use the grant money. It’s an excellent way for grant writers to “throw their hat in the ring.”

Type 6. Real Estate

Real estate LOIs indicate a prospective buyer’s interest in purchasing a property. You can also use them to detail rent and other tenancy requirements between landlords and prospective tenants.

Letter of Intent Templates

Purchase and download templates drafted by lawyers in our network that match your needs.
Comprehensive Letter of Intent (LOI) for Purchase of Commercial Real Estate
Comprehensive Letter of Intent (LOI) for Business Asset Purchases
Kentucky Non-Binding Business Purchase Letter of Intent
Comprehensive Letter of Intent (LOI) for Commercial Lease
Binding Business Purchase LOI
Used for binding letter of intent purposes.
Non-Binding Business Purchase LOI
Used for potential business purchase purposes.
*By purchasing a template, you acknowledge that you have read and understood ContractsCounsel's Terms of Use.

How to Write a Letter of Intent – Step by Step

Writing a letter of intent takes finesse. A measured and carefully planned approach will result in a more comprehensive and well-structured document. Avoid making any missteps since doing so can negatively impact the final result.

Take the following steps when writing a letter of intent:

  • Step 1. Select the correct type of LOI
  • Step 2. Determine how you want to format your document
  • Step 3. Research the company you’re soliciting
  • Step 4. Conduct an analysis that determines why you’re a good fit
  • Step 5. Create an introduction that lets them know why you’re interested
  • Step 6. Use compelling language that helps your LOI stand out
  • Step 7. Highlight your strengths in the document
  • Step 8. Close your document with a call-to-action

It’s common practice to sign and email letters of intent to your prospect. However, you could create a printed packet at your local printer to send an attractive, professional physical copy.

Meet some lawyers on our platform

Zachary J.

748 projects on CC
CC verified
View Profile

Randy M.

78 projects on CC
CC verified
View Profile

Hunter M.

3 projects on CC
CC verified
View Profile

Stephen H.

10 projects on CC
CC verified
View Profile

What Is the Format for A Letter of Intent?

Writing and submitting a letter of intent is a straightforward way to indicate interest. While it may feel awkward to just make a cold offer, this practice is standard, and your competitors are actively engaging in the process this very moment. Do not be afraid to put yourself out there!

Here is an LOI format that you can use to put your best face forward:

Part 1. Greetings & Salutations

You’ll want to start by formatting your letter of intent like a regular business letter. Place the recipient’s address and letter date at the top. Open with a greeting, such as “Dear Ms. Smith” or “Dear Sir or Madam,” as a sign of formality and respect.

Part 2. Introduction

The next step is to let the recipient know why you are writing to them. It’s not uncommon to open this section with parties’ names, contract purposes, and other recitals. You can use more illustrative language in this section, or at least more so than you would in a standard business contract.

Part 3. Proposed Terms

The main body of your letter of intent will include your proposed terms and conditions. You should take a more formal approach to this section. Use contractual language, formatting, and terminology.

Terms to propose may include:

  • Overview
  • Transaction structure
  • Timeline
  • Due diligence agreements
  • Non-binding agreements
  • Confidentiality agreements
  • Other terms as relevant

Every industry, geographic area, and company size has unique and nuanced needs that are not always apparent. Speak with business lawyers to help you draft LOIs and business contracts, especially for important or complicated transactions.

Part 4. Closing Paragraph and Signature

You can close your LOI with another illustrative call to action. Let the company know how they can move forward with your offer if interested. Don’t forget to leave blank signature lines for both parties and sign your agreement to let them know you are sincere, professional, and detail-oriented.

Who Writes a Letter of Intent?

Almost any business could write a letter of intent when expressing interest in a project, position, or contract. An LOI is a great way to let your network know that you’re making a serious commitment to fulfilling their unique needs. For example, an entrepreneur that wants to buy a car dealership can write an LOI to solicit the selling party.

A letter of intent can send the right or wrong first impression to prospects. Instead of leaving your next significant transaction to chance, hire business lawyers to write a letter of intent. They will ensure it conforms to local laws while side-stepping legal mistakes entirely.

Do you need to write a letter of intent? Post a project for free in ContractsCounsel’s marketplace to get free bids from lawyers for the work. All lawyers are vetted by our team and peer reviewed for you to explore before hiring.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Meet some of our Lawyers

Joshua B. on ContractsCounsel
View Joshua
5.0 (11)
Member Since:
September 19, 2023

Joshua B.

Founder
Free Consultation
Austin, Texas
24 Yrs Experience
Licensed in NY, TX
University of Texas

Josh Bernstein has been serving real estate and corporate transactional clients since 2002. His experience is varied, and he enjoys working on and puzzling out novel and complex corporate and real estate matters. Josh’s experience includes, among other things, the following: representation of public companies in connection with SEC reporting and compliance work (proxies, 10-K’s; 10-Q’s; 8-K’s, etc.); representation of public and private company securities issuances (including private placements, and other similar offerings); assistance in structuring and drafting joint ventures, both for investors and operating partners, and including both real estate and corporate ventures; handling public and private company mergers and acquisitions; and asset sales and dispositions; assisting clients, big and small, with real estate acquisitions, sales and financings; managing large-scale and multi-state real estate portfolio acquisitions, dispositions and financings; complex condominium creation, structuring and governance work, including: commercial condominiums, use of condominiums as a land planning tool, wholesale condominium property acquisitions and dispositions, and rehabilitating failed or faulty condominium legal structures to make ready for sale; development of restrictive covenants and owners’ association documents for master-planned communities; compliance with federal statutes governing real estate sale and development (including, without limitation, the Interstate Land Sales Full Disclosure Act, the Housing for Older Persons Act, and the Americans with Disabilities Act); representation of real estate lenders, for both improved and unimproved property, and including numerous construction financings secured by real estate; assistance with commercial leasing; from both the landlord and tenant side, and including condominium leasing; training residential home and condominium sales staff for compliance with applicable local and federal law; and workouts of all kinds. When he’s not busy lawyering, Josh may be found watching 80’s commercials, flying a single-engine plane, playing poker, or trying to be a good dad.

Recent  ContractsCounsel Client  Review:
5.0

"Josh has been extremely helpful sorting through issues with a tenant."

Hunter M. on ContractsCounsel
View Hunter
5.0 (2)
Member Since:
August 14, 2026

Hunter M.

Business Contracts Attorney | Ex-In-House Legal Operations
Free Consultation
Los Angeles, California
1 Yr Experience
Licensed in CA
American University Washington College of Law

Before law school I built the contract management system for a publicly traded medical device company — so I read your agreement the way the people who have to live with it will, not just the way a court would. I draft and review business contracts on a fixed fee, with the delivery date agreed before I start. You get the redlined document plus a short written summary of what I changed, why it matters, and what I'd push back on if the other side objects. Revisions are included — I'd rather get the document right than count rounds. NDAs, MSAs and SOWs, contractor and employment agreements, SaaS terms, terms of service and privacy policies, operating agreements, vendor and construction contracts, and full contract review with a plain-English risk summary. Send me the document and what you're trying to accomplish with it, and I'll come back with a fixed fee and a date.

Recent  ContractsCounsel Client  Review:
5.0

"Hunter provided thoughtful feedback and raised additional concerns I should consider addressing in service agreements I was developing for my small business."

Daniel R. on ContractsCounsel
View Daniel
5.0 (188)
Member Since:
January 2, 2023

Daniel R.

Business and Real Estate Atttorney
Free Consultation
New York
30 Yrs Experience
Licensed in NY
New York Law School

NY Admitted Lawyer 20+ years of experience. Focused on Startups , Entrepreneurs, Entertainers, Producers, Athletes and SMB Companies. I have been a part of numerous startups as Founder, CEO, General Counsel and Deal Executive. I have been through the full life cycle from boot strap to seed investors to large funds-public companies to successful exit. Let me use my experiences help you as you grow your business through these various stages. We saw a market for an on-line platform dedicated to Virtual General Counsel Services to Start Ups and Private Companies.

Recent  ContractsCounsel Client  Review:
5.0

"Daniel did an excellent job, was very responsive, and I highly recommend his services."

Ricardo A. on ContractsCounsel
View Ricardo
4.8 (16)
Member Since:
December 24, 2024

Ricardo A.

Associate General Counsel
Free Consultation
San Antonio, Texas
24 Yrs Experience
Licensed in DC, TX
Interamerican Law School

Ricardo Aponte Parsi is a real estate and corporate counsel with a 22+-year track record of assessing risk, managing litigation, and building compliance systems to protect organizational interests. Trusted business partner and problem solver, dedicated to delivering exceptional results that advance business objectives through preventive counseling, strategic risk management, and shrewd advocacy. Collaborative team leader and project manager who builds relationships, leads change, and communicates effectively with private and public stakeholders. He obtained a bachelor's degree from Syracuse University (1994) with a major in International Relations and his law degree from the Interamerican University of Puerto Rico School of Law (2000). In May 2014, he completed a Master of Laws from Northwestern University School of Law and a Certificate in Business Administration from IE Business School in Madrid, Spain. In 2018, he completed a second LL.M. at Georgetown University Law School in Securities and Financial Regulation. In 2022, he completed a certification in Privacy Law from Seton Hall University School of Law. He was president of the Board of the Puerto Rico Education Council, the licensing agency for the Commonwealth, and is currently the Chairman of the Board of Trustees of the San Juan Community College. Since November of 2024, he has worked as an attorney-advisor for the United States Air Force Installations, Energy and Environmental Law Division (SAF/GCN) at Lackland Air Force Base, in San Antonio, Texas.SAF/GCN provides legal and policy advice to members of the Secretariat, the Air Staff, and the Space Staff on virtually all matters relating to the Department’s 180 installations, nearly 10 million acres of real estate, Base Realignment, and Closure; annual $7 billion installation and operational energy budgets; annual multibillion-dollar military construction program; $8.3 billion military privatized housing portfolio; programs for environmental planning, compliance, and restoration and natural and cultural resources management; and programs for safety and occupational health. The Division advises the Center of Excellence for Environment, Facilities, and Installations and the Energy, Environmental, and Installations Directorates within the Air Force Civil Engineer Center. Experienced with estate planning, wills, trusts, prenuptial agreements and powers of attorney.

Recent  ContractsCounsel Client  Review:
5.0

"Ricardo was excellent. His review was thorough and practical, with clear explanations and concrete wording we could use right away .I'd gladly work with him again."

Nichelle W. on ContractsCounsel
View Nichelle
5.0 (3)
Member Since:
August 12, 2026

Nichelle W.

Business & Contracts Attorney | Outside General Counsel | Sports, Entertainment, Employment & Estate Planning
Free Consultation
Ocala, Florida
5 Yrs Experience
Licensed in FL
Nova Southeastern University Shepard Broad College of Law (J.D., summa cum laude, top 5%)

I help business owners, founders, employers, athletes, creators and families get contracts and legal documents done right the first time, at a flat fee agreed before any work starts. I am licensed in Florida (2021) and Washington, D.C. (2022). I practice as a business and contracts attorney and outside general counsel with Amethyst Law Group, and previously served as Florida Managing Attorney at Lento Law Group. Before that I sat on the business side of the table as General Manager and General Counsel of a professional basketball organization and as Deputy Commissioner of a start-up sports league, so I have negotiated, drafted and enforced the same agreements I now prepare and review for clients: sponsorship and vendor deals, player, coaching and staff contracts, employment and independent contractor agreements, licensing and brand deals. What I handle on ContractsCounsel: - Contract drafting, review and redlining: service agreements, MSAs, NDAs, vendor and supplier agreements, sponsorship, licensing, endorsement and brand deals - Business formation and governance: LLCs and corporations, operating agreements, bylaws, partnership and shareholder agreements, founder and equity arrangements - Employment and hiring: offer letters, employment agreements, independent contractor agreements, non-compete and confidentiality agreements, separation and severance agreements, handbooks and policies - Sports, entertainment and creator agreements: athlete representation, NIL, sponsorship, appearance, management and agency agreements (licensed FIBA agent) - Real estate: purchase and sale agreements, residential and commercial leases, contract review before you sign - Wills, trusts, powers of attorney and estate planning documents - Demand letters, cease and desist letters and pre-dispute contract enforcement - Ongoing outside general counsel support for small and growing businesses How I work: Every project starts with a fixed price and a delivery date you can plan around. You receive a plain-English summary of what the document does, what I changed and why, and any risks you should know about, not just a marked-up file. Two rounds of revisions are included so the final draft is exactly what you need, and I respond to messages the same business day. Credentials: J.D., Nova Southeastern University Shepard Broad College of Law, summa cum laude, top 5% of class, Senior Editor of the Southern Journal of Policy and Justice, Dean's Certificate of Professionalism, 300+ pro bono hours; M.S. Forensic Psychology (4.0 GPA); M.S.Ed. Sports Administration, University of Miami; B.A. English Language and Literature, Southern New Hampshire University. Recognized as an Elite Lawyer recipient. Malpractice insurance carried. Litigation background: first-chair trial attorney with experience in business, employment, real estate, consumer protection and family matters. I draft every contract with a clear view of how it will hold up if it is ever tested.

Recent  ContractsCounsel Client  Review:
5.0

"I had a great experience working with Nichelle! She was knowledgeable, clear, helpful and flexible throughout the process. She was able to work with my timeline and explain legal issues in an easily understandable way. I would recommend her services."

Peter L. on ContractsCounsel
View Peter
5.0 (5)
Member Since:
July 1, 2023

Peter L.

In House Counsel
Free Consultation
Weston Florida
30 Yrs Experience
Licensed in FL, NY
Hofstra University

Experienced in house counsel with expertise in contracting, labor and employment, regulatory and compliance and healthcare

Recent  ContractsCounsel Client  Review:
5.0

"Thank you Peter, you did an amazing job for this medical contract, We appreciate your help and diligience."

Scott M. on ContractsCounsel
View Scott
Member Since:
August 2, 2023

Scott M.

Managing Attorney
Free Consultation
Kansas City
13 Yrs Experience
Licensed in KS, MO, TX
Washington University in St. Louis

Skilled/versatile attorney (and RE broker) with 10+ years' experience and diverse background in real estate, business law, injury litigation, estate planning. Select Experience: • Former General Counsel (and current Of Counsel) for a prominent real estate developer touching on all aspects of business in a hands-on and advisory role, including Lease and PSA contract negotiations; • Years of successful injury litigation practice as associate and solo (primarily plaintiff, some defense) with multiple six-figure settlements; • Years of expertise in business law for a variety of industries as well as estate planning for small to mid-size entities.

Find the best lawyer for your project

Browse Lawyers Now

See Real Letter of Intent Projects

Delaware Letter of intent for commercial lease Prepare & File
  • Delaware
  • 2 lawyer bids
  • $500 - $850
View Details
Illinois Contract review Review
  • Illinois
  • 11 lawyer bids
  • $240 - $650
View Details
Pennsylvania LOI from Investor for purchase of company shares Review
  • Pennsylvania
  • 3 lawyer bids
  • $275 - $500
View Details
North Carolina Business Acquisition: Seller's Side Letter of Intent Drafting
  • North Carolina
  • 8 lawyer bids
  • $360 - $8,500
View Details
Utah M&A MedSpa Drafting
  • Utah
  • 8 lawyer bids
  • $1 - $1,100
View Details
New Jersey Review a Letter of Intent for a Business Purchase. Hopefully with a Purchase Agreement coming soon. Review
  • New Jersey
  • 8 lawyer bids
  • $400 - $2,000
View Details

See all Letter of Intent projects

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with a Letter of Intent?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 24,600 reviews
CONTRACT LAWYERS BY TOP CITIES
See All Business Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

Need help with a Letter of Intent?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 24,600 reviews

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city