A practical LOI framework built for the realities of notary and loan signing company acquisitions — covering client concentration risk, signing agent network transfer, RON compliance, and SBA-compatible deal structures.
Acquiring a notary or loan signing service business requires an LOI that goes well beyond standard boilerplate. These businesses generate value through a combination of title company and lender relationships, a vetted signing agent network, and technology platform integrations — none of which appear on a balance sheet. A generic LOI leaves critical deal risks unaddressed, from owner-dependent client relationships to state-by-state notary commission transferability. This guide walks buyers through each section of an LOI tailored specifically to notary and signing service acquisitions in the $300K–$3M revenue range, with example language, negotiation notes, and common mistakes that derail deals in this industry. Whether you are an independent entrepreneur, legal professional, or real estate operator, this template gives you a structured starting point to move from interest to exclusivity with confidence.
Find Notary & Signing Service Businesses to AcquireBuyer and Seller Identification
Clearly identify all parties to the transaction, including whether the buyer is acquiring as an individual, LLC, or newly formed acquisition entity. For notary businesses, note whether the operating entity holds the state notary commissions, platform accounts, and client contracts, as these distinctions affect what transfers at closing.
Example Language
This Letter of Intent ('LOI') is entered into as of [Date] by and between [Buyer Name or Entity], a [State] [LLC/individual] ('Buyer'), and [Seller Name], the sole owner of [Business Legal Name] ('Company'), a [State] [LLC/S-Corp/Sole Proprietorship] operating as a notary and loan signing service business headquartered in [City, State]. Buyer intends to form a new acquisition entity prior to closing, to be identified no later than [X] days before the scheduled closing date.
💡 Sellers should confirm whether client service agreements and signing agent independent contractor agreements are held by the entity being sold or in the owner's personal name — this is one of the most common structural problems in notary business acquisitions. If contracts are personal, the LOI should acknowledge that novation or client consent will be required during due diligence and transition.
Transaction Structure — Asset vs. Entity Purchase
Define whether the transaction is structured as an asset purchase or an equity purchase of the operating entity. Most notary and signing service acquisitions are structured as asset purchases to limit buyer liability exposure from prior signing errors, notary complaints, or regulatory issues. Specify which assets are included — client contracts, agent network agreements, platform accounts, goodwill, trade name, and any proprietary dispatch software.
Example Language
The proposed transaction will be structured as an asset purchase, whereby Buyer will acquire substantially all assets of the Company, including but not limited to: (i) all client service agreements and associated goodwill with title companies, mortgage lenders, and law firms; (ii) all signed independent contractor agreements with the Company's signing agent network; (iii) the Company's accounts on Snapdocs, NotaryGo, and any other third-party dispatch platforms; (iv) the Company's trade name, website, phone numbers, and social media accounts; (v) all proprietary scheduling and order management software or systems; and (vi) all records, client correspondence, and operational documentation. The transaction will exclude the Seller's personal notary commissions, which are non-transferable under [State] law, and any personal liability or claims arising prior to the closing date.
💡 Buyers should explicitly exclude personal notary commissions from the asset list and confirm which platform accounts (Snapdocs, Notarize, NotaryGo) can be transferred to a business entity. Sellers should push for a broad definition of assumed goodwill to capture informal relationships not covered by written contracts, supporting valuation.
Purchase Price and Valuation Basis
State the proposed purchase price and the methodology used to arrive at it. Notary and signing service businesses typically trade at 2.0x–3.5x adjusted EBITDA, depending on client diversification, agent network depth, and revenue mix. Buyers should reference trailing twelve months (TTM) or most recent full-year EBITDA as the basis, and acknowledge any adjustments for owner compensation normalization.
Example Language
Buyer proposes a total purchase price of $[Amount] ('Purchase Price'), representing approximately [X.X]x the Company's adjusted EBITDA of $[Amount] for the twelve months ended [Date]. This valuation reflects: (i) normalization of Seller's compensation to a market-rate operations manager salary of approximately $65,000–$75,000 annually; (ii) exclusion of any non-recurring revenue tied to the 2020–2022 mortgage refinance surge not representative of current run-rate; and (iii) a discount applied to reflect client concentration, given that [top client] represents approximately [X]% of trailing revenue. The Purchase Price is subject to adjustment based on findings during due diligence, including verification of financial statements, client contracts, and signing agent network documentation.
💡 Sellers in this industry often underestimate the valuation haircut buyers apply for client concentration and owner dependency. If more than 30–40% of revenue comes from a single title company or lender, expect buyers to reduce the multiple or propose a larger earnout tied to client retention. Sellers should proactively present a client diversification narrative and written service agreements to defend a higher multiple.
Deal Structure — Down Payment, Seller Note, and SBA Financing
Outline the proposed funding structure, including any SBA 7(a) loan component, seller note, and cash at closing. Notary businesses are SBA-eligible but present collateral challenges due to limited tangible assets. A seller note of 10–20% signals seller confidence and improves SBA lender approval odds.
Example Language
The Purchase Price will be funded as follows: (i) approximately 75–80% via an SBA 7(a) loan to be arranged by Buyer through a participating lender, subject to SBA approval and lender underwriting; (ii) 10–15% via a seller promissory note ('Seller Note') bearing interest at [X]% per annum, with a term of [24–60] months, subordinated to the SBA lender as required; and (iii) the balance from Buyer's equity contribution. The Seller Note will be subject to a standby period consistent with SBA requirements. Buyer will initiate the SBA loan application within [15] business days of LOI execution and will provide Seller with status updates on a bi-weekly basis. Closing is contingent on SBA loan approval.
💡 SBA lenders will scrutinize client concentration and owner dependency heavily for notary businesses. Buyers should have their SBA lender review the business profile before signing the LOI to confirm eligibility. Sellers should understand that the standby period on the seller note means they will not receive seller note payments for the initial SBA loan term — typically 24 months — which affects their cash flow planning post-close.
Earnout Structure — Client Retention and Revenue Targets
Define any earnout provisions tied to post-closing performance, including the metrics used, measurement period, payment schedule, and maximum earnout amount. In notary and signing service acquisitions, earnouts are commonly tied to retention of key title company or lender clients and maintenance of a minimum revenue threshold over 12–24 months.
Example Language
In addition to the base Purchase Price, Buyer agrees to pay Seller an earnout of up to $[Amount] ('Earnout'), contingent upon the following performance milestones: (i) $[Amount] if the Company retains at least [X]% of trailing twelve-month revenue from the top five client accounts during the twelve months following closing ('Year 1 Earnout'); (ii) $[Amount] if the Company achieves total revenue of at least $[Amount] in the twenty-four months following closing ('Year 2 Earnout'). The Earnout will be calculated and paid within [45] days following the end of each measurement period. Buyer agrees to use commercially reasonable efforts to maintain existing client relationships and will not take actions designed to reduce Earnout payments.
💡 Sellers should negotiate for clear Buyer obligations to maintain client service standards during the earnout period, including staffing continuity and platform access. Buyers should ensure earnout metrics exclude revenue from new clients or service lines added post-close that inflate the baseline, and should define what constitutes a client loss (complete termination vs. reduced order volume). Earnouts tied to revenue rather than EBITDA are simpler to administer in this industry.
Due Diligence Scope and Timeline
Define the due diligence period, the categories of information to be reviewed, and any conditions for extension. For notary and signing service businesses, due diligence must cover financial records, client contracts, signing agent network documentation, state licensing compliance, and technology platform terms.
Example Language
Buyer shall have [45–60] calendar days from the date of LOI execution ('Due Diligence Period') to complete its review of the Company. Seller agrees to provide reasonable access to the following within [10] business days of LOI execution: (i) three years of profit and loss statements, tax returns, and bank statements; (ii) all signed client service agreements, including historical order volume and revenue by client; (iii) all signed independent contractor agreements with signing agents, including background check records and certification documentation; (iv) documentation of all active state notary commissions held by employees or contractors, and confirmation of their transferability or continuity post-closing; (v) all technology platform account details, including Snapdocs, NotaryGo, Qualia, and any proprietary order management systems, along with associated subscription agreements; (vi) all state and local business licenses and any regulatory correspondence; and (vii) any pending or threatened legal claims, notary complaints, or signing errors. Buyer may extend the Due Diligence Period by an additional [15] days upon written notice if additional information is required.
💡 Signing agent network documentation is frequently incomplete in smaller notary businesses — many relationships are informal and undocumented. Buyers should use the due diligence period to independently verify agent availability and geographic coverage, not just rely on the seller's agent list. Sellers should organize agent agreements and certification records before going to market to avoid delays that kill deal momentum.
Exclusivity and No-Shop Provision
Establish an exclusivity period during which the seller agrees not to solicit or entertain competing offers. This protects the buyer's investment of time and due diligence costs while negotiations proceed.
Example Language
Upon execution of this LOI, Seller agrees to grant Buyer an exclusive negotiation period of [60] calendar days ('Exclusivity Period'), during which Seller will not solicit, negotiate, or entertain offers from any other prospective buyer for the Company or its assets. Seller will promptly notify Buyer if any unsolicited offer is received during the Exclusivity Period. The Exclusivity Period may be extended by mutual written agreement of both parties.
💡 Sellers in competitive markets or those who have already received multiple inquiries may push back on exclusivity longer than 45–60 days. Buyers should tie exclusivity to clear milestones — SBA lender engagement, delivery of due diligence materials — so the period is not wasted. A 60-day exclusivity period is standard for SBA-financed notary business acquisitions given lender timelines.
Transition and Training Obligations
Define the seller's post-closing transition support commitment, including the duration, compensation, and scope of responsibilities. In notary businesses, seller transition support is critical for client relationship handover, signing agent network introduction, and platform account migration.
Example Language
Seller agrees to provide transition and training support to Buyer for a period of [60–90] calendar days following the closing date ('Transition Period') at no additional cost to Buyer. During the Transition Period, Seller will: (i) personally introduce Buyer to all active title company and lender client contacts; (ii) facilitate transfer of all signing agent relationships and coordinate joint communication to the agent network; (iii) assist with migration and transfer of all technology platform accounts, including Snapdocs and NotaryGo; (iv) train Buyer or Buyer's designee on order intake, dispatch, quality control, and invoicing processes; and (v) be available for up to [20] hours per week, remotely or in person as mutually agreed. Following the Transition Period, Seller agrees to remain available for reasonable consultation for an additional [12] months at an agreed consulting rate of $[X] per hour, not to exceed [X] hours per month.
💡 Sellers who are also commissioned notaries should clarify whether they will remain available for signings during the transition period or only for operational handover. Buyers should structure transition compensation separately from the purchase price to avoid complicating SBA loan documentation. Extended consulting arrangements beyond 90 days should be documented in a separate consulting agreement.
Non-Compete and Non-Solicitation
Establish restrictions on the seller's ability to compete with the business or solicit clients and agents following the closing. Non-competes in notary businesses must be carefully scoped by geography, service line, and duration given that notary commissions are personal and state-licensed.
Example Language
For a period of [3–5] years following the closing date, Seller agrees not to: (i) directly or indirectly own, operate, or provide services to any competing notary, loan signing, or mobile signing agent business within [geographic scope — e.g., the states of [State 1] and [State 2] or within [X] miles of the Company's primary operating market]; (ii) solicit or accept business from any client of the Company as of the closing date; or (iii) solicit, recruit, or hire any signing agent who is party to an independent contractor agreement with the Company. The non-compete shall not prevent Seller from maintaining a personal notary commission for non-commercial purposes or performing occasional personal notary acts unrelated to real estate loan signings or title transactions.
💡 Non-competes in this industry should carve out personal notary use to avoid being unenforceable. Buyers should ensure the geographic scope covers all states where the company actively generates revenue, not just where the business is headquartered. Courts in some states limit non-compete enforceability for independent contractor businesses — consult local counsel before finalizing scope.
Conditions to Closing
List the material conditions that must be satisfied before the transaction closes, protecting both parties from proceeding without key requirements met.
Example Language
The closing of this transaction is conditioned upon the satisfaction of the following, unless waived in writing by the applicable party: (i) Buyer's receipt of SBA 7(a) loan approval on terms satisfactory to Buyer; (ii) completion of due diligence satisfactory to Buyer in its reasonable discretion; (iii) execution of a definitive Asset Purchase Agreement and all ancillary closing documents; (iv) consent of all key title company and lender clients to assignment of service agreements, where required; (v) transfer or new execution of signed independent contractor agreements with all active signing agents; (vi) confirmation that all state notary commissions held by Company employees are current and in good standing; (vii) transfer of all technology platform accounts (Snapdocs, NotaryGo, and others) to Buyer's entity; and (viii) no material adverse change in the Company's business, financial condition, or client relationships between the LOI date and closing.
💡 Client consent to assignment of service agreements is a frequent closing bottleneck — some title companies have anti-assignment clauses that require renegotiation. Buyers should begin client outreach early in the due diligence period, with seller participation, to surface any client resistance before the definitive agreement is signed.
Client Concentration Discount and Earnout Sizing
If any single title company or lender represents more than 30% of trailing revenue, buyers should negotiate a reduction in the base purchase price with a corresponding earnout of up to 15–25% of total consideration tied to that client's retention over 12–24 months post-closing. This protects buyers from overpaying for revenue that may not survive the ownership transition.
Signing Agent Network Verification and Representation
Sellers should represent and warrant that all signing agents listed in the network are active, background-checked, certified (where applicable), and party to signed independent contractor agreements. Buyers should negotiate an indemnification provision covering any pre-closing liability arising from unvetted agents or improperly documented IC relationships.
Technology Platform Account Transferability
Snapdocs, NotaryGo, Qualia, and similar platform contracts are often non-transferable or require platform approval for account migration. Buyers should make platform account transfer a closing condition and negotiate a short extension right (15–30 days) if platform approval is delayed. Sellers should not represent transferability without first confirming with each platform's terms of service.
Seller Note Subordination and Standby Terms
SBA lenders require seller notes to be fully subordinated and placed on standby — meaning no principal or interest payments — for a period typically aligned with the SBA loan term. Sellers should negotiate for the shortest allowable standby period and confirm that interest accrues during standby so they are not losing time value of money on the deferred consideration.
Revenue Normalization for Mortgage Cycle Volatility
Notary and signing service revenues surged 40–60% during the 2020–2022 refinance boom and have since contracted materially. Buyers should ensure the EBITDA basis for valuation reflects a normalized, current run-rate — not peak boom revenue — and negotiate a representation that trailing twelve-month financials have been restated to exclude non-recurring refinance volume. Sellers should counter by presenting a blended multi-year average and documenting purchase transaction volume as a stabilizing baseline.
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Yes, notary and signing service businesses are generally eligible for SBA 7(a) loans, provided the business has documented cash flow sufficient to service the debt, a minimum of two years of operating history, and meets SBA size standards. The primary challenge is limited tangible collateral — these businesses are asset-light — which means lenders will rely heavily on cash flow coverage ratios and may require a seller note of 10–15% to partially mitigate collateral shortfall. Buyers should engage an SBA-experienced lender early in the LOI process to confirm eligibility based on the specific business's financials.
The LOI should include a specific condition to closing requiring the transfer or re-establishment of all third-party platform accounts in the buyer's entity name prior to or at closing. Buyers should independently review each platform's terms of service before signing the LOI, as some platforms (including Snapdocs) require platform approval for account transfers and may have waiting periods. Sellers should contact platform account managers during due diligence to initiate transfer discussions, and both parties should budget 30–60 days for platform migration as part of the transition plan.
For businesses where a single title company or lender represents more than 30% of revenue, a two-tiered earnout is common: a Year 1 payment tied to that specific client's retention (measured by order volume or revenue within 10–15% of the trailing baseline) and a Year 2 payment tied to overall revenue stability. Total earnout consideration typically ranges from 15–25% of the purchase price in high-concentration scenarios. The LOI should clearly define how client retention is measured, what constitutes a client loss, and what obligations the buyer has to actively maintain client relationships during the earnout period.
Yes, but with significant structural challenges that must be addressed in the LOI and due diligence. Personal notary commissions are state-licensed and non-transferable, so a buyer cannot simply assume them. The solution typically involves the buyer or a designated employee obtaining their own notary commission in each operating state — a process that takes weeks to months depending on the state — and the seller committing to a transition period during which they remain available to perform signings under their commission while the buyer's commissions are processed. The LOI should explicitly acknowledge this structure, timeline, and any compensation for the seller's signing work during transition.
The five highest-priority due diligence items are: (1) client revenue concentration analysis — percentage of revenue from the top three to five clients with copies of all service agreements; (2) signing agent network documentation — signed IC agreements, background check records, and certification status for all active agents; (3) technology platform account ownership and transferability — confirmation that Snapdocs, NotaryGo, and similar accounts are in the business name and can be transferred; (4) state licensing and notary commission compliance — current commission status for all commissioned notaries employed or contracted by the business; and (5) normalized financial statements — three years of P&L and tax returns with owner compensation adjusted to market rate and non-recurring boom-era revenue identified and segregated.
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