What should I coordinate before signing a letter of intent to sell my business?
Coordinate the terms that are hardest to revisit later: whether the transaction is framed as a sale of assets or of ownership interests, the price and how it is paid, how the consideration would be allocated, working-capital expectations, any earn-out or seller financing, and any employment or consulting arrangement contemplated for you afterward.
A letter of intent is a transaction document, and whether any part of it binds the parties is a legal question for the transaction attorney. Even where terms are described as nonbinding, they frequently set the reference point for the definitive agreement, so revisiting them later is a negotiation rather than a correction.
The financial side is worth assembling at the same time: expected timing of payments, debt and transaction costs settled at closing, what the proceeds would need to produce, and how a single large income year interacts with retirement, Medicare, estate and charitable objectives. Bay Area Wealth Advisors does not negotiate, interpret or draft transaction documents.
Reviewed by Bay Area Wealth Advisors. Last reviewed 2026-09-22. Educational information only — not individualized financial, tax or legal advice.