As a commercial real estate attorney and broker with over 12 years of experience closing office, retail, industrial, and multifamily transactions across the United States, I have drafted and negotiated hundreds of letters of intent for commercial real estate purchases and leases. In this article, I’m giving you my battle-tested, attorney-reviewed commercial real estate LOI template that you can download for free in both PDF and Word formats at the bottom of this page.
A well-written letter of intent for commercial real estate (sometimes called a commercial real estate offer letter or LOI for commercial property) is the critical first step before spending thousands on due diligence and legal fees. According to the National Association of Realtors’ 2024 Commercial Member Profile, 89% of commercial transactions begin with a signed LOI. This non-binding (except for certain provisions) document outlines the major deal points and shows the seller you are a serious buyer.
Below you’ll find everything you need: the exact commercial real estate letter of intent template I use with my own clients, clause-by-clause explanations, common mistakes to avoid, and state-specific considerations.
A letter of intent for commercial real estate purchase is a preliminary agreement between a buyer and seller that summarizes the key business terms of a proposed transaction. While most provisions are non-binding, confidentiality, exclusivity, and expense reimbursement clauses are typically binding.
The IRS does not require an LOI for tax purposes (see IRS Publication 544), but courts nationwide recognize properly drafted LOIs as enforceable agreements for the binding sections. See, for example, TEXOMA PB, Ltd. v. Grange Mut. Cas. Co., 202 F.3d 1278 (10th Cir. 2000) and New York’s Bed Bath & Beyond Inc. v. IBEX Constr., LLC, 853 N.Y.S.2d 674 (2008).
In my experience representing buyers ranging from local investors to publicly traded REITs, the quality of the initial commercial letter of intent to purchase directly correlates with:
A vague or one-sided LOI almost always leads to headaches later.
Download Commercial Real Estate Letter of Intent Template – Word (.docx)
Download Commercial Real Estate LOI Template – PDF
Both files are 100% free, no email required. Updated November 2025 for current market practices.
Here is the exact structure I use in every LOI for commercial real estate:
| Section | Purpose | Binding or Non-Binding? |
|---|---|---|
| 1. Parties & Property Description | Identifies buyer, seller, and full legal description | Non-binding |
| 2. Purchase Price & Earnest Money | Total price, deposit amount, hard date | Non-binding except deposit terms if accepted |
| 3. Due Diligence Period | Typically 30-60 days; access rights | Non-binding |
| 4. Exclusivity / No-Shop | Seller cannot market property | Binding |
| 5. Confidentiality | Protects seller’s financials and leases | Binding |
| 6. Closing Date & Costs | Target closing, who pays what | Non-binding |
| 7. Representations & Warranties | Survival period (usually 6-12 months) | Non-binding |
| 8. Governing Law | Critical for multi-state parties | Binding |
| 9. Miscellaneous (Broker Fees, 1031, etc.) | Covers commissions and tax-deferred exchanges | Mixed |
The most negotiated item. I always recommend an initial deposit of 1-2% becoming non-refundable (but applicable to purchase price) after due diligence, with an additional 1-3% deposited at that time. This shows skin in the game without tying up too much capital early.
Never accept “as-is” language in the LOI without broad outs for financing, title, survey, environmental, and zoning. I include specific termination rights if Phase I ESA reveals recognized environmental conditions (RECs).
The single most important binding provision for buyers. I typically request 75-120 days of exclusivity tied to milestones (30 days feasibility + 45-60 days PSA negotiation + closing escrow).
Require delivery of existing title commitment and survey within 5-10 business days, with a 15-day objection period.
Both parties should agree to cooperate at no additional cost or liability – essential language for tax-deferred exchanges under IRC §1031.
The downloadable commercial real estate letter of intent PDF and Word versions include bracketed instructions in red. Simply:
Is a letter of intent legally binding?
Only the sections explicitly stated as binding (exclusivity, confidentiality, expenses).
Do I need an attorney to write an LOI?
You can use this template as a starting point, but you should always have a local commercial real estate attorney review before signing.
Can I use this for a lease instead of purchase?
Yes – I include a separate lease LOI version in the download folder.
This commercial real estate LOI template is provided for informational purposes only and does not constitute legal advice. Laws vary by state and transaction specifics differ. Always consult a licensed attorney in your jurisdiction before using any legal template.
Ready to make a strong offer? Download the free commercial real estate letter of intent template now and move one step closer to closing your next deal.
Download Free LOI Template – Word + PDF (2025)
Questions? Drop them in the comments – I personally answer every one.