How long does it take to negotiate a letter of intent?

The period before a letter of intent is signed is easy to overlook when people talk about deal timelines, but it can itself run anywhere from a short back-and-forth to a genuinely extended negotiation, depending on how far apart the parties start.

How close the starting positions are matters most

A buyer whose initial offer is already within a reasonable range of what an independent valuation or the seller’s own expectations support tends to reach a signed LOI quickly, because the negotiation is mostly about terms rather than about closing a wide price gap. A buyer starting well below what the seller expects, or a seller who has not had a realistic valuation done, often means a longer negotiation before either side is willing to sign.

Structure adds its own back-and-forth

Terms like an earn-out tied to future performance, a vendor take-back loan, or a holdback for potential issues found later all require negotiation beyond a single headline price, and each one typically goes through its own round of proposals before both sides land on wording they are comfortable putting in writing.

Multiple interested buyers can slow things down before they speed them up

When more than one buyer is genuinely interested, a seller and their broker often take longer to reach a signed LOI with any single buyer while comparing offers, even though the presence of competition can ultimately produce a better outcome once a decision is made. This is a deliberate trade-off rather than a delay to avoid.

A rushed LOI can create problems later

An LOI signed quickly to keep momentum, without the seller and buyer genuinely aligned on price and key terms, often just relocates the real disagreement to the due diligence and definitive agreement stage, where it tends to be more expensive and more disruptive to resolve. Taking the time to actually agree at the LOI stage is usually faster overall than papering over a gap and revisiting it later.