LOI vs ICPO
Both are buyer-issued opening documents. The ICPO is stronger and marked 'irrevocable', which sellers often require before releasing a firm FCO.
At a glance
| Criterion | LOI | ICPO |
|---|---|---|
| Commitment level | Soft intent | Irrevocable intent |
| Seller expectation | Willing to explore | Ready to close on stated terms |
| Typical FCO trigger | Sometimes | Almost always |
| Banking coordinates | Requested | Required |
| POF/RWA attached | Optional | Usually yes |
Use LOI when
Use the LOI for first outreach or when the buyer is still price-shopping.
Get the LOI template →Use ICPO when
Use the ICPO when the buyer has picked the seller and wants a firm FCO with confidential price.
Get the ICPO template →FAQ
Are LOI and ICPO interchangeable?
In casual use yes, but sellers treat ICPO as a stronger commitment and will discount FCO price accordingly.
Does ICPO create legal liability if the buyer walks away?
Not usually - the binding contract is still the SPA. But repeat walk-aways damage the buyer's reputation in the trade.