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LOI template for buying a business or a building in Boston

Buying a business or a building in Boston? Draft your letter of intent here, set to Massachusetts law and US dollars. Massachusetts courts have enforced a signed offer that called for a later agreement, so the wording matters.

What is a letter of intent?

A letter of intent (LOI) is a short letter a buyer sends a seller setting out the main terms of a purchase before the binding purchase agreement is signed. Raises.com® offers a free letter of intent generator on this page that writes one for a business or a building and downloads it as a Word file, a text file or a PDF.

What goes in it: The price and how it is paid (cash at close, a seller note, an earn-out, rollover equity, debt), the due diligence period, the financing condition, exclusivity, confidentiality, expenses, governing law and a target closing date.
Is it binding?: Mostly no. The obligation to buy and sell usually binds only once both sides sign the purchase agreement. The sections the letter names as binding, usually exclusivity, confidentiality and expenses, bind as soon as it is signed.^{4, 10}
How long exclusivity runs: Usually 30 to 90 days, depending on the deal. The generator starts at 60 and you can change it.⁴
What it costs: Nothing here: no account and nothing to pay. Your own lawyer's review is the one cost.

Write your Boston letter of intent

Start with your first name, email and mobile, and the generator opens. Your terms save as you type, so the draft is still there when you come back. Preset to Commonwealth of Massachusetts law and US dollars; change anything.

What changes in Boston

The local facts that change the letter or the cash you need, each checked on its source page on 2026-11-14.

The law on letters of intent in Massachusetts

In McCarthy v. Tobin (1999) the Supreme Judicial Court of Massachusetts enforced a signed offer to purchase a property even though it called for a later purchase and sale agreement. The court held that the controlling fact is the intention of the parties: the offer held all the material terms, and the later agreement was to be a polished memorandum of a binding deal. Later Appeals Court cases have declined to enforce offers that left out material terms or where a party pressed a new material term.¹

The Massachusetts deeds excise

The statute sets the deeds excise at $2 for each $500 of the price, or part of $500. The Department of Revenue lists the current rate as $2.28 per $500 of the sales price, less any mortgage the buyer assumes. Boston, in Suffolk County, pays that rate.^{2, 3}

Worked example: a $1,500,000 building

Massachusetts deeds excise: $6,840
Total at closing: $6,840

Add it to the closing costs in the deal check above.

SBA loans for buying a business or a building

The SBA 7(a) program lists changes of ownership, complete or partial, and acquiring, refinancing or improving real estate and buildings among its uses, with a maximum loan of $5 million. A standard 7(a) loan, $350,001 to $5 million, carries an SBA guarantee of up to 75%. The SBA 504 program, made by a Certified Development Company together with a senior lender, finances the purchase, construction or renovation of buildings or land and long-term machinery, on 10, 20 or 25 year terms. It cannot fund working capital, inventory, or speculation or investment in rental real estate, so it fits a building your business will use.^{4, 5, 6}

Free local help

The SBA's Massachusetts District Office, at 10 Causeway St., Room 265, in Boston, serves all 14 counties in Massachusetts.⁷

The two sample letters, the binding clauses state by state and LOI vs term sheet are on the free LOI template and letter of intent generator page.

What goes in a letter of intent

The generator writes each of these, in this order. The ones marked binding are the customary carve-outs.

Clause	What it says	Binding?
Purchase price	The total price and the adjustments that will be settled in the purchase agreement.	No
Structure	How the price is paid: cash at close, seller note, earn-out, rollover equity.	No
Financing	How the buyer funds the cash at close, and whether closing depends on getting the loan.	No
Deposit	Optional: what is paid on signing the purchase agreement and when it comes back.	No
Due diligence	How long the buyer has to review the business or the building, and what the seller opens up.	No
Definitive agreement	The purchase agreement both sides will negotiate, and who drafts it.	No
Conditions and closing	What has to be true to close, and the target date.	No
Transition support	Business only: the seller helps hand the business over after closing, on terms the purchase agreement sets.	No
Exclusivity (no-shop)	The seller stops talking to other buyers for a set number of days.	Yes, by default
Confidentiality	Both sides keep the terms and the information private.	Yes, by default
Expenses	Each side pays its own lawyers and accountants.	Yes, by default
Governing law	Which state's or province's law applies.	Yes, by default
Non-binding letter	Everything but the named binding sections waits for the purchase agreement, and either side may end talks before then.	Yes

After the LOI: diligence to close

The signed letter starts the clock. Diligence runs, the lawyers draft the purchase agreement, and the money gets lined up: the lender, any seller note, and the equity that covers the gap the deal check shows.

Lenders ask for the same pack: two years of financials month by month, six months of bank statements, two years of tax returns and personal financial statements. On Cody Sechelski's acquisition, 25 capital providers saw the same data room and the same one-page summary in parallel. 24 said no and one funded.^{21, 22}

The free Raises.com® AI plan builds the capital stack for your deal from one message, and the LOI to close guide shows what gets built between the letter and the wire, and who does each piece.^{2, 3}

Get your free plan Read LOI to close

Want to talk it through? Book a strategy call with one of the advisors. Book a strategy call

How the generator works

Pick a business or a building
The draft changes with it: a business gets an asset or share purchase, a working capital adjustment and transition support; a building gets title, leases, rent roll and the closing adjustments.
Type the price and how it is paid
Cash at close is worked out for you: the price less the seller note, the earn-out and the rollover.
Set diligence, exclusivity, financing and closing
Choose which sections bind on signing. The rest stays non-binding until the purchase agreement.
Copy, print or download
Download a Word file or a text file, or print to PDF. Then have your own lawyer review it before it goes to the seller.

Boston letter of intent questions

Is a letter of intent binding in Massachusetts?

It can be. In McCarthy v. Tobin (1999) the Supreme Judicial Court enforced a signed offer to purchase that held all the material terms, even though it called for a later purchase and sale agreement. Say plainly that the business terms do not bind until a final agreement is signed, name the sections that do bind, and have a Massachusetts lawyer review it.

How much deeds excise is due on a $1.5 million building in Boston?

At the Department of Revenue's listed rate of $2.28 per $500, the deeds excise on $1,500,000 is $6,840, less the tax on any mortgage the buyer assumes. Confirm the figure with your lawyer before closing.

Can an SBA loan fund buying a business or a building in Boston?

An SBA 7(a) loan can fund a change of ownership, which covers buying a business, and the purchase of real estate and buildings, up to $5 million. An SBA 504 loan can fund the purchase of a building or land, but not rental real estate held as an investment.

What is a letter of intent (LOI)?

A letter of intent is a short letter a buyer sends a seller setting out the main terms of a purchase: the price, how it is paid, the due diligence period, exclusivity and the target closing date. Most of it records the deal both sides intend to sign later in a purchase agreement and is written as non-binding. A few sections, usually exclusivity, confidentiality, expenses and governing law, are written to bind as soon as both sides sign.

Is a letter of intent legally binding?

Only the sections it names as binding, if it is written well. The obligation to buy and sell usually binds only once both sides sign the purchase agreement. Courts look at the wording and at what the parties do after signing: in Wallace v. Allen the Court of Appeal for Ontario held a letter of intent binding, in part because it spoke of "this agreement" and the parties acted on it. Use clear non-binding language and have your own lawyer review the letter.

Can you back out of an LOI?

Yes, if the letter is non-binding and says either party may end negotiations before the purchase agreement is signed, as the draft from this generator does. The sections written as binding, such as exclusivity and confidentiality, still bind after you walk away, so keep to them. Check the wording first: a letter that holds every essential term and a clear intent to be bound can be enforced like a contract.

What should an LOI to buy a business include?

The price and how it is paid (cash at close, a seller note, an earn-out, rollover equity, bank or SBA debt), whether it is an asset or a share purchase, a working capital adjustment, the due diligence period and what the seller opens up, the financing condition, exclusivity, the target closing date, transition support from the seller, which sections are binding, and signature lines.

What goes in a commercial real estate LOI?

At least the parties, a description of the property, the price, any earnest money deposit and who holds it, the due diligence period and when it starts, and the closing date. Add the financing condition, the leases and a current certified rent roll, tenant estoppel certificates, title and survey, the closing adjustments for rents, deposits and taxes, exclusivity, which sections bind, and signature lines.

Can I get this LOI template in Word, PDF or Google Docs?

Yes. Download Word builds a .docx file in your browser, Print or save as PDF prints the letter alone, and Download .txt and Copy text give you plain text. For Google Docs, upload the Word file to Google Drive and double-click it to open it in Docs.

Is this LOI generator free?

Yes. There is no account to create and nothing to pay. Enter your first name, email and mobile and the generator opens, and your terms save as you type so you can come back to the draft. Copy it, print it to PDF, or download it as a Word or text file.

What happens after the LOI is signed?

Due diligence starts, the lawyers draft the purchase agreement, and the money gets lined up: the lender, any seller note, and the equity that covers the gap. The Raises.com® LOI to close guide walks through each step, and the free Raises.com® AI plan sizes the capital stack for your deal.

Should a lawyer review my LOI?

Yes. This generator writes a conventional starting draft, not legal advice. The law that governs your deal, the structure, taxes and the binding sections all depend on facts a template cannot see, so have your own lawyer review and edit the letter before you sign or send it.