M&A Closing Checklist

M&A Closing Checklist

Generates a transaction-specific closing checklist covering corporate authorizations, transaction documents, third-party consents, regulatory filings, funds flow, and post-closing obligations.

Prerequisites

Before drafting, collect:

1. Definitive agreement — purchase/merger agreement with all schedules
2. Transaction structure — stock purchase, asset purchase, or merger
3. Party information — legal names of buyer, seller, target, escrow agent
4. Closing logistics — date, time (with timezone), location or virtual platform
5. Material contracts — contracts with change-of-control or consent provisions

Quick Start

Format every checklist with:

• Header: transaction name, parties, closing date/time/method
• Party legend: abbreviations (BC = Buyer's Counsel, SC = Seller's Counsel, B = Buyer, S = Seller, EA = Escrow Agent; expand as needed)
• Item matrix: # | Description | Responsible | Cross-Ref (§) | Status
• Status stages: Draft → Review → Negotiation → Execution → Delivered

Checklist Sections

I. Corporate Authorization

• [ ] Good standing certificates (buyer + seller jurisdictions, dated ≤30 days pre-closing)
• [ ] Board resolutions authorizing transaction (both parties)
• [ ] Shareholder/member approval (if required by governing docs or state law)
• [ ] Certified organizational documents (articles, bylaws/operating agreement)
• [ ] Preferred shareholder, option holder, or warrant holder consents
• [ ] Secretary's certificates authenticating org docs, resolutions, and incumbency

II. Transaction Documents

All structures:

• [ ] Definitive agreement (fully executed with disclosure schedules)
• [ ] Escrow agreement (amount, duration, release conditions, claims procedures)

Asset purchases — add:

• [ ] Bill of sale, assignment and assumption agreement
• [ ] Real property deeds/transfer documents
• [ ] IP assignments (patents, trademarks, copyrights, domains + registration formalities)

Stock purchases — add:

• [ ] Stock certificates with legends or book-entry transfer docs
• [ ] Stock powers/transfer instruments
• [ ] Director/officer resignations and replacement appointments

Mergers — add:

• [ ] Certificate/articles of merger (ready for state filing)
• [ ] Director/officer resignations and appointments

III. Ancillary Agreements

• [ ] Legal opinions (both counsels — existence, authority, enforceability, no conflicts)
• [ ] Payoff letters + lien releases for all indebtedness (must specify: payoff amount, wire instructions, UCC-3 terminations/mortgage releases)
• [ ] Employment agreements for continuing key employees
• [ ] Non-compete/non-solicitation agreements (comply with state enforceability law)
• [ ] Transition services agreement (scope, duration, fees, SLAs, termination)
• [ ] Other commercial agreements (supply, distribution, licensing)

IV. Consents & Regulatory

• [ ] Third-party contract consents (all change-of-control/assignment restrictions)
• [ ] HSR Act filing (if thresholds met — track filing date, second requests, waiting period)
• [ ] State antitrust/competition filings
• [ ] Industry-specific regulatory approvals (healthcare, financial services, telecom)
• [ ] Foreign investment review (CFIUS or equivalent)
• [ ] Landlord consents for lease assignments (submit early — extended review typical)
• [ ] Franchisor/licensor approvals

V. Closing Certificates

• [ ] Seller's officer certificate (rep/warranty bring-down, covenant compliance)
• [ ] Buyer's officer certificate (parallel certifications)
• [ ] Secretary's certificates (both parties — org docs, resolutions, incumbency)
• [ ] Bring-down/MAC certificate (no material adverse change since signing)
• [ ] Tax certificates: W-9 (domestic), FIRPTA under IRC § 1445 (foreign seller), state withholding

VI. Funds Flow

Prepare a funds flow memorandum itemizing: base purchase price, working capital adjustment, escrow deposits (indemnification + earnout), creditor payoffs, transaction expenses (both sides), transfer taxes, and net proceeds to seller. Each line: amount, payee, wire instructions.

• [ ] Wire instructions verified via verbal callback (fraud prevention)
• [ ] Closing/settlement statement for tax reporting

VII. Post-Closing

• [ ] File certificate of merger (coordinate effective time)
• [ ] Press release (both parties approve; securities law compliance if public)
• [ ] Counterparty notices (customers, suppliers, landlords, lenders)
• [ ] Government filings: HSR notifications, transfer tax returns, bulk sale compliance, license/permit updates, tax authority notifications
• [ ] Corporate record updates (stock ledger, minute books)
• [ ] Asset recording on buyer's books; assumed liability entries

Pitfalls & Checks

• Cross-reference every item to the purchase agreement section creating the obligation
• Map dependencies — funds flow requires payoff letters; certificates require covenant completion; sequence accordingly
• Build lead time for third-party items (landlord consents, regulatory approvals, lien releases)
• Version control — timestamp each circulation; one party maintains the master
• Jurisdiction-specific — research state variations for transfer taxes, bulk sale laws, and corporate formalities
• Wire fraud — require verbal verification of any wire instruction changes; confirm receipt of all transfers
• Omit inapplicable sections — tailor to transaction structure rather than including placeholders