Investment Letter of Intent Template: Free Download + Expert Guide for USA Investors (2025)

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As a business attorney with over 12 years drafting private placement documents and negotiating investment deals across the United States, I’ve written hundreds of investment letters of intent for founders, angel investors, venture funds, and real estate syndicators. Today I’m giving you my battle-tested investment letter of intent template – completely free – along with everything you need to customize it correctly and avoid the most common (and expensive) mistakes.

This letter of intent to invest template has been used in seed rounds, Series A financings, real estate joint ventures, and private debt placements totaling more than $400 million. Download the Word and PDF versions at the bottom of this page.

What Is an Investment Letter of Intent (LOI) and Why You Need One

A well-drafted investment letter of intent (sometimes called an investor term sheet or proposal letter) is a non-binding document that outlines the principal terms under which an investor intends to invest in a company or project. While the LOI itself is usually non-binding (except for confidentiality, exclusivity, and expense provisions), it serves as the foundation for the final definitive agreements.

According to the IRS and SEC, a properly structured letter of intent to invest can help demonstrate that an offering qualifies for Regulation D exemptions – especially when combined with subscription agreements (source: IRS.gov and SEC Rule 506(b)/(c)).

When to Use This Investment Letter of Intent Template

• Angel or seed investors committing to a SAFE, convertible note, or priced equity round
• Venture capital lead investors presenting a term sheet
• Real estate sponsors seeking commitments from limited partners
• Friends-and-family rounds or private placements under Reg D
• Strategic corporate investors in startups or established businesses

Key Sections Every Investor Letter of Intent Must Include

From my experience closing hundreds of deals, here are the essential components that survive partner-level review every single time:

Section	Purpose	Binding or Non-Binding?
Investment Amount & Instrument	Clearly states dollars and whether SAFE, preferred stock, LLC interest, etc.	Non-binding
Valuation / Price per Share	Pre-money or post-money valuation and price	Non-binding
Exclusivity / No-Shop	Prevents founder from shopping the deal elsewhere	Binding
Confidentiality	Protects both parties’ information	Binding
Governing Law	Almost always Delaware for startups	Binding
Timeline & Conditions Precedent	Due diligence, definitive docs, etc.	Non-binding

Free Investment Letter of Intent Template (2025 Version)

Click below to download the exact investment proposal sample letter I currently use with my own clients:

Download Investment Letter of Intent Template – Word .docx
Download Investment Letter of Intent Template – PDF

Full Text Version (Copy-Paste Ready)

[Your Company Letterhead or Investor Name & Address]
[Date]

[Founder/Company Name]
[Company Address]
Attn: [Founder Name], CEO

Re: Non-Binding Letter of Intent for Proposed Investment

Dear [Founder Name],

This letter of intent (“LOI”) sets forth the preliminary understanding between [Investor Name] (the “Investor”) and [Company Name], a Delaware corporation (the “Company”), regarding a proposed investment by Investor in the Company.

1. Proposed Investment. Investor proposes to invest $[Investment Amount] (the “Investment Amount”) in exchange for [describe security – e.g., shares of Series Seed Preferred Stock / SAFE / LLC membership interests].
2. Valuation. Pre-Money Valuation of $[X] million on a fully diluted basis ([as defined]).
3. Use of Proceeds. The Company intends to use the proceeds for [general working capital / product development / sales & marketing / as described in the business plan dated ___].
4. Non-Binding Nature. Except for the provisions titled “Confidentiality,” “Exclusivity,” “Expenses,” and “Governing Law,” this LOI is non-binding and does not create any legally enforceable obligation.
5. Exclusivity. For a period of [45-90] days from the date of this LOI, the Company agrees not to solicit or entertain any other investment offers.
6. Confidentiality. Each party agrees to keep the existence and terms of this LOI and all related discussions confidential.
7. Governing Law. This LOI shall be governed by the laws of the State of Delaware.

We look forward to moving forward promptly. Please indicate your acceptance of the terms outlined above by countersigning below.

Sincerely,
[Investor Name / Fund Name]

Accepted and Agreed:
[Company Name]
By: _______________________________
Name: [Founder Name]
Title: Chief Executive Officer
Date: ________________

How to Customize This Letter of Intent for Investment Correctly

Over the years I’ve seen founders make the same preventable mistakes. Here’s exactly how to avoid them:

• Never make the entire LOI binding – courts have held overly broad “binding LOIs” to be enforceable contracts (see Texaco, Inc. v. Pennzoil Co.).
• Include a clear “Conditions Precedent” section if you need board approval, regulatory clearance, or satisfactory due diligence.
• For real estate deals, add property-specific contingencies (financing, title, Phase I environmental).
• Always specify whether the valuation is pre-money or post-money – this single clarification has prevented multiple eight-figure disputes in my practice.

Sample Investor Letter of Intent for Different Scenarios

1. Startup SAFE Investment Letter of Intent

Use when an investor loves your deck and wants to lock in a valuation cap + discount before you raise a priced round.

2. Real Estate Joint Venture LOI

Include preferred return, promote structure, major decisions requiring investor consent, and guaranty language.

3. Friends & Family Investment Proposal Sample Letter

Keep it warm but still professional – these investors are the most likely to sue if things go south.

Common Mistakes That Kill Deals (From Real Transactions)

1. Leaving the exclusivity period blank or too long (90+ days raises red flags).
2. Failing to carve out the binding provisions clearly – partners will push back.
3. Using vague language around liquidation preferences or anti-dilution.
4. Not attaching the capitalization table – investors want to see exactly what they’re buying.

Legal Disclaimer

This template is provided for informational purposes only and does not constitute legal advice. Laws change frequently, and the appropriateness of any document depends on your specific situation. Always consult a qualified attorney licensed in your jurisdiction before using this or any template. The author and website disclaim all liability for any use of this investment letter of intent template.

Download Your Free Investment Letter of Intent Template Now

Ready to move your deal forward professionally? Click below for instant access:

Download Investment Letter of Intent Template – Word (fully editable)
Download Investment Letter of Intent Template – PDF (print-ready)

Need a fully customized version with your fund’s specific protective provisions, liquidation waterfall, or board rights? Schedule a 15-minute call – I still take on select flat-fee projects for readers.

Have questions about your specific letter to investors sample or term sheet? Drop them in the comments below – I answer every single one personally.

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