LOI Attorney in Georgia

By Alex Lubyansky Managing Partner Last updated October 8, 2026

Acquisition Stars advises buyers and sellers on loi attorney matters across Georgia.

Serving clients across Georgia.

LOI Attorney Practice in Georgia

Acquisition Stars advises buyers and sellers on loi attorney matters across Georgia. Alex Lubyansky leads every engagement, and has been M&A counsel since 2013 across transactions of varying complexity, from lower-middle-market deals to multi-party structures.

Georgia Transaction Considerations

Georgia's 2011 constitutional amendment and Restrictive Covenants Act dramatically changed non-compete enforceability, making pre-2011 Georgia case law unreliable for assessing existing covenants in target companies
Georgia's transferable film and entertainment tax credits can represent significant value in acquisitions of qualifying businesses
The state's port system (Port of Savannah) creates opportunities and regulatory considerations for acquisitions of logistics and import/export businesses

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Georgia Legal Framework for Letter of Intent Law

Non-Compete Agreements

The LOI should state the seller covenant in terms the state will enforce, or the term sheet promises what the purchase agreement cannot deliver.

Enforceable under 2011 statutory framework. Blue-pencil available.

Enforceable under the Georgia Restrictive Covenants Act (O.C.G.A. Section 13-8-50 et seq.), enacted in 2011 via constitutional amendment. The Act overturned decades of hostile case law and now permits blue-penciling. Covenants must be reasonable in time, geography, and scope. Non-competes in connection with the sale of a business are given broader latitude than employment-based covenants.

Tax Considerations

Tax clearance and successor liability rules decide which closing conditions the LOI should reserve.

According to the Georgia Department of Economic Development, the corporate income tax rate is 4.99% for 2026. The state uses single-factor sales apportionment. Confirm the applicable tax year, sourcing and treatment of the proposed acquisition with a tax adviser.

Filing Requirements

Spousal consent, entity filings, and clearance certificates belong on the LOI's closing-deliverables list.

Entity mergers and conversions are filed with the Georgia Secretary of State, Corporations Division. Annual registrations are required. Professional license transfers require separate filings with the relevant Georgia licensing board.

Bulk Sales / Asset Purchases

Creditor notice periods set the earliest closing date the LOI can promise.

Georgia has repealed UCC Article 6 (Bulk Sales). Buyers should obtain a tax clearance certificate from the Georgia Department of Revenue before closing asset purchases, as successor liability for the seller's unpaid withholding and sales taxes can attach.

The federal framework for a letter of intent

A letter of intent sets the framework for a business sale before either side commits real money to due diligence. It records the price and structure the parties have agreed to explore, sets an exclusivity period that keeps the seller from shopping the deal elsewhere, and lays out a target closing calendar the rest of the transaction will be built around.
Most of an LOI's business terms are deliberately non-binding, subject to what diligence and the definitive agreement negotiation later confirm. A narrower set of provisions, typically exclusivity, confidentiality, and any expense reimbursement or break-up provision, do bind the parties from signature. Which category a given term falls into is the question worth resolving before signing, not after.

A letter of intent can start the antitrust clock

An HSR-reportable acquisition cannot close until both parties file and the waiting period, 30 days after filing or 15 for a cash tender offer, ends, under 15 U.S.C. 18a. From February 17, 2026 the threshold is $133.9 million; exemptions can exclude a deal. Outside 16 CFR 801.30, filing requires an executed contract, agreement in principle or letter of intent and the affidavit in 16 CFR 803.5(b).

Sources: 15 U.S.C. 18a(a), 15 U.S.C. 18a(b)(1)(B), 16 CFR 803.5(b), FTC, New HSR Thresholds and Filing Fees for 2026

Confirm the current filing form before relying on the LOI

The FTC states that it is accepting HSR filings on the form and instructions that were in place before February 10, 2025, after a federal district court vacated the 2025 form on February 12, 2026 and the court of appeals denied a stay on March 19, 2026. Filers may still use the 2025 form voluntarily. The current text of 16 CFR 803.5(b) requires an affidavit that a contract, agreement in principle or letter of intent has been executed and that the filer intends in good faith to complete the transaction. It also still contains the dated-document attestation added in 2025. Because the appeal is pending, counsel confirms the accepted form, instructions and affidavit wording on the FTC premerger page at filing time. A letter of intent meant to support an early filing should describe the parties, structure and scope clearly enough to match what the filing describes.

Sources: FTC, HSR Notification Forms, Instructions & Guidance, 16 CFR 803.5(b)

Diligence focus for a letter of intent

Exclusivity period length measured against a realistic diligence and financing timeline
Which specific provisions bind at signature versus remain open to negotiation
Break-up fee or expense reimbursement triggers if either side walks away
Price and structure language written so the definitive agreement can actually deliver it
Confidentiality scope for materials shared before a definitive agreement is signed

Other M&A and Securities Services in Georgia

Acquisition Stars handles M&A transactions for Georgia clients and works with securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.

Purchase Agreement Attorney in Georgia Due Diligence Attorney in Georgia Business Acquisition Lawyer in Georgia Business Sale Attorney in Georgia M&A Attorney in Georgia

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Alex Lubyansky leads every letter of intent law engagement, with an associate supporting the work.

M&A counsel since 2013. Nationwide practice. LOI through closing.

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