A letter of intent follows standard business letter formatting: one-inch margins, a professional font like Arial or Times New Roman, left-aligned text, and single spacing between lines with double spacing between paragraphs. But formatting goes beyond layout. The structure of your content, the order of your sections, and even your word choices determine whether the letter communicates your intentions clearly and protects your interests. Here’s how to put it all together.
Page Layout and Font Choices
Set all four margins to one inch. Use a standard system font at 11 or 12 points. Arial and Times New Roman are the most widely accepted choices. Left-align everything, including your header, date, addresses, and body text. Don’t center or justify the body paragraphs.
Single-space within paragraphs and double-space between them. This creates clear visual separation without wasting space. If you’re writing on behalf of a company, include your standard letterhead with the corporate logo at the top. For individuals, your name and contact information at the top of the page serve the same purpose.
Header and Contact Information
A letter of intent is formal business communication, so it opens with full contact details for both parties. Place your information first: name (or company name), street address, phone number, and email. Below that, add the date, then the recipient’s name, title, company, and address. Each block should be separated by a line of white space.
After the recipient’s address, include a salutation. “Dear [Name]:” with a colon is standard for business correspondence. If you know the person’s name, use it. Avoid generic greetings like “To Whom It May Concern” unless you genuinely don’t know who will read the letter.
Opening Paragraph: State Your Purpose
Your first paragraph should declare exactly what the letter is about in one to three sentences. Name the parties involved, identify the transaction or arrangement, and state that this letter outlines the preliminary terms. A reader should know within seconds what you’re proposing.
For example, if you’re expressing intent to purchase a business, your opening might read: “This letter outlines the intent of [Your Company] to acquire [Target Company] under the terms described below.” If you’re applying to a graduate program or proposing a partnership, adjust accordingly, but keep the same directness. The opening is not the place for background or pleasantries.
Body Sections: Key Terms and Details
The body of the letter is where you lay out the substance. Organize it into clearly labeled sections or short paragraphs, each covering a specific term. What belongs here depends on the type of transaction, but most letters of intent share a common set of elements.
Description of the transaction. Explain what’s being proposed. In a business acquisition, this means identifying the assets or shares being purchased. In a real estate deal, describe the property. In an academic or employment context, name the program or role.
Price and payment terms. For any deal involving money, state the proposed purchase price and how payment would work. Will it be a lump sum, installments, a stock deal, or some combination? Include the currency and any conditions tied to the price, such as adjustments based on due diligence findings.
Timeline. Specify key dates: when due diligence begins, when a definitive agreement should be signed, and when the transaction is expected to close. If the letter expires after a certain date, say so. Many letters of intent include a provision stating the deal may be canceled if papers are not signed by a specific deadline.
Conditions. List anything that must happen before the deal moves forward. Common conditions include securing financing, completing inspections, obtaining regulatory approval, or reaching agreement on a final contract. These protect both sides from being locked into a deal that falls apart over unresolved details.
Confidentiality. Many letters of intent include a non-disclosure clause, specifying which parts of the deal both parties agree to keep confidential and which details may be shared publicly. Even if you plan to draft a separate non-disclosure agreement, referencing confidentiality expectations in the letter itself sets the tone early.
Non-solicitation. In business transactions, it’s common to include a provision that prevents one party from recruiting or hiring the other party’s employees during the negotiation period. This protects both organizations while talks are ongoing.
Binding vs. Non-Binding Language
One of the most important formatting decisions in a letter of intent isn’t about fonts or margins. It’s about whether your letter creates a legal obligation. Most letters of intent are meant to be non-binding, serving as a framework for negotiation rather than an enforceable contract. But if your language is too definitive, a court could interpret it as a binding agreement.
To keep the letter non-binding, use phrases like “subject to contract,” “subject to the execution of a definitive agreement,” or “this letter is intended to outline preliminary terms and does not constitute a binding obligation.” Place this language prominently, either in the opening paragraph or in a clearly labeled section near the end of the body. Don’t bury it.
That said, certain provisions within a non-binding letter are often intended to be binding. Confidentiality clauses, non-solicitation provisions, and exclusivity periods (where one party agrees not to negotiate with others for a set time) typically carry legal weight even when the rest of the letter does not. If you want specific sections to be enforceable, state that explicitly. A sentence like “Sections 5 and 6 of this letter shall be binding on both parties regardless of whether a definitive agreement is reached” draws a clear line.
Closing and Signature Block
End the body with a brief closing paragraph. Restate your interest, express willingness to discuss the terms further, and indicate what you’d like to happen next. Something like “We look forward to discussing these terms and working toward a definitive agreement” is sufficient. Keep it to two or three sentences.
Below the closing paragraph, add “Sincerely” or “Respectfully,” followed by four blank lines for a handwritten signature (if printing), then your typed name, title, and company. If the letter requires acknowledgment from the recipient, include a signature block for them as well, with a line for their signature, printed name, title, and date. This is common in business transactions where both sides want a written record that the terms were received and considered.
Formatting for Different Contexts
The structure above applies most directly to business deals: acquisitions, partnerships, real estate purchases, and joint ventures. But letters of intent show up in other contexts too, and the formatting adjusts slightly for each.
For graduate school applications, the letter functions more like a personal statement with a business letter format. You still use the same page layout, header, and salutation, but the body focuses on your academic background, research interests, and reasons for choosing the program. There are no price terms or confidentiality clauses. Keep it to one page unless the program specifies otherwise.
For employment or job offers, a letter of intent typically outlines the proposed role, compensation, start date, and any contingencies like background checks. The tone is more conversational than an M&A letter, but the formatting stays professional. Include a signature block for both parties if the recipient needs to acknowledge the terms.
Regardless of context, the core principles hold: one-inch margins, a clean font, left-aligned text, a clear statement of purpose up front, organized body sections, and an appropriate closing. Print or send the letter as a PDF to preserve your formatting across devices and platforms.