Deep Dive Deal Discovery

Mostly no. An LOI is largely a non-binding framework that outlines proposed terms before the definitive purchase agreement. Typically only a few provisions are binding — most commonly confidentiality and, when included, an exclusivity period. The binding commitment to buy comes later, in the purchase agreement, and remains subject to your contingencies.

An LOI is largely non binding and sets the stage for negotiation, while an Offer to Purchase is a more complete, actionable document that moves the deal forward more decisively. A well-built Offer to Purchase keeps every buyer protection intact through the same contingencies, so being more decisive doesn’t mean being less protected.

At minimum: satisfactory due diligence, financing approval, clean and transferable documentation, lease assignment if location matters, and an acceptable final purchase agreement. These contingencies are your most important protection  they let you renegotiate or walk away without penalty if what you verify doesn’t match what you were told.

Most small business acquisitions are structured as asset sales, where you buy specific assets and generally avoid inheriting the seller’s past liabilities. Stock sales transfer the entire entity, including liabilities, and are often preferred by sellers for tax reasons. The right structure depends on tax and liability factors, so your attorney and accountant should advise on it.