For both sides
LOI
Federal and state law current as of September 2026 — verify with counsel.
Key takeaways
- Letter of intent. Must carry the approval contingency or it is fiction.
- Use the term the way the regulator uses it.
- Do not import another state’s definition.
- Ask counsel before the LOI uses the word as a promise.
LOI is the file this page underwrites. Letter of intent. Must carry the approval contingency or it is fiction. Federal and state law current as of September 2026 — verify with counsel. This is educational, not a guarantee of price, timing, approval, or financing.
Why LOI matters in a cannabis sale — what breaks LOI?
Owners lose months when LOI is treated as slang. The application, the LOI, and the agency packet have to use one definition.
How LOI is used correctly — how should you read this on LOI?
The correct use of LOI is the one that a Illinois reviewer would recognize. Do not import a Minnesota habit unless the premises sit there.
How LOI is misused — why does this change LOI?
The usual misuse is turning loi into a premium without a citation. Buyers then treat it as optional. Neither side can close on that.
| Use of LOI | Broker reading |
|---|---|
| LOI in a CIM | Must match the statute, not a slogan |
| LOI in an LOI | If it requires agency consent, say so |
| LOI in a model | Label ranges; do not hide 280E |
| LOI vs a neighbor word | Do not swap loi for a look-alike term from another state |
File example that turns on LOI — what breaks LOI?
Illustrative: a CIM inflates loi into a premium. Diligence removes it. Price moves. See APA vs MIPA if the term changes who keeps the liability.
Nearby words people confuse with LOI — what should you verify for LOI?
If someone says loi and means a different glossary entry, stop and pick the right slug. The glossary index exists so LOI stays precise.
On LOI, the federal overlay is a schedule split, not a national license. Federal Register 2026-08176 moved qualifying medical and FDA-approved marijuana to Schedule III on 28 April 2026. Adult-use marijuana stayed on Schedule I while a DEA hearing record sits with an administrative law judge. That is why IRC §280E still bites adult-use SG&A and why a medical slice can look different after tax.
Cited sources that govern LOI: Federal Register 2026-08176 is the April 2026 medical / FDA-approved marijuana Schedule III order. IRC §280E still disallows ordinary deductions on Schedule I trafficking, which is why adult-use books stay in 280E. FinCEN FIN-2014-G001 remains the SAR frame banks actually use. SBA SOP 50 10 8 keeps plant-touching targets out of 7(a) and 504, including medical.
Related pages for LOI — what breaks LOI?
Read 280E next if that file is open on LOI. METRC is the companion page when LOI needs that angle. Keep glossary index in the working set for LOI. Read federal law next if that file is open on LOI. 280E is the companion page when LOI needs that angle. Keep deal structure in the working set for LOI. Read sell next if that file is open on LOI. buy is the companion page when LOI needs that angle.
Which public sources belong on this file?
Cite USCIS Policy Manual, U.S. Treasury, DEA drug scheduling, DEA diversion schedules. A forum post is not a substitute.
Frequently asked questions
What does LOI mean in a cannabis sale?
Letter of intent. Must carry the approval contingency or it is fiction.
Is this legal advice?
No. Confirm the term against the statute and counsel.
Does the definition travel across states?
No. LOI in one statute is not automatically LOI in another.
Where does it show up in a deal?
Applications, LOIs, CIMs, and often the approval contingency.
Sources
- IRC §280E — https://www.law.cornell.edu/uscode/text/26/280E
- Viridian Capital public commentary — Tier 1 U.S. MSO EV/EBITDA ~4.16x (2025 consensus)
- Federal Register 2026-08176 (28 April 2026) — medical / FDA-approved marijuana to Schedule III — https://www.federalregister.gov/d/2026-08176
- FinCEN FIN-2014-G001 — BSA expectations for marijuana-related businesses — https://www.fincen.gov/resources/statutes-regulations/guidance/bsa-expectations-regarding-marijuana-related-businesses
- SBA SOP 50 10 8 (effective 1 June 2025) — marijuana ineligibility — https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs
- USCIS Policy Manual — https://www.uscis.gov/policy-manual
- U.S. Treasury — https://home.treasury.gov/
- DEA drug scheduling — https://www.dea.gov/drug-information/drug-scheduling
- Congress.gov S.4942 — SAFE Banking Act of 2026 (introduced, not enacted) — https://www.congress.gov/bill/119th-congress/senate-bill/4942
- Congress.gov H.R.9471 — companion SAFE Banking bill — https://www.congress.gov/bill/119th-congress/house-bill/9471
- CRS IF13136 / IN12620 — hemp definition change effective 12 November 2026 (P.L. 119-37) — https://www.congress.gov/crs-product/IN12620