Closing Checklist Guide
Master the signing-to-closing process. Learn how to track deliverables, manage signature pages, verify wire instructions, and avoid common closing failures.
The Closing Checklist as Project Management
A "perfect" closing requires treating the checklist not just as a list of documents, but as a project management tool. Every item needs an owner, a status, and a deadline.
Best Practice Checklist Structure
| Item # | Document | Responsible | Status |
|---|---|---|---|
| 1.1 | Officer's Certificate | Seller Counsel | Signed |
| 1.2 | Good Standing Certificate | Paralegal | Ordered |
| 1.3 | Payoff Letter (Lender) | Company CFO | Pending |
Signing vs. Closing Deliverables
In a deferred closing (sign now, close later), deliverables are split between two phases:
Signing Deliverables
Definitive Agreement
SPA, APA, or Merger Agreement
Disclosure Schedules
Often the last item finalized
Ancillary Agreements
Escrow, Non-competes, Employment, TSA
Closing Deliverables
Officer's Certificate
Reps still true, conditions met
Secretary's Certificate
Charter, Bylaws, Resolutions, Incumbency
Good Standing Certificates
State of incorporation + foreign quals
Payoff Letters & Lien Releases
From existing lenders
FIRPTA Certificate
Seller not a "foreign person"
High-Stakes Items to Track
Good Standing Certificates
The Trap: Waiting until the day before closing to order. Some states (California, New York) have processing delays of 5+ business days.
Best Practice: Order "Long Form" certificates 2-3 weeks early. Order "Short Form" 2 days before closing, or get a verbal "bring-down" confirmation on closing morning.
Signature Pages (The Escrow Method)
Don't wait for the closing call to get signatures. Collect them days in advance using escrow:
Create Signature Packets
PDFs containing only the signature pages each person needs to sign
Collect in Escrow
"Please sign and return. These will be held in escrow and NOT released until closing."
Release on Closing
Once funds move, both lawyers send: "Signatures are hereby released. The transaction is closed."
Wire Instructions (FRAUD ALERT)
Wire fraud in M&A is rampant. Hackers monitor deal lawyers' emails.
Never trust wire instructions received only via email.
Mandatory Verbal Verification
Call the payee on a known phone number (not the one in the email signature). Read back the account and routing numbers digit-by-digit.
Bank Letterhead Required
Instructions must be on official bank letterhead or include a voided check, not just typed in an email body.
Common Closing Failures
Bring-down Failure
A representation becomes untrue between signing and closing (e.g., major customer cancels)
Prevention: Draft specific MAE definitions. Disclose everything in updated schedules immediately.
Financing Gap
Buyer's bank pulls out or delays funding at the last minute
Prevention: If buyer is PE, require signed Equity Commitment Letters. Avoid financing contingencies if you're the seller.
Third-Party Consents
Landlords or key vendors refuse to consent to change of control
Prevention: Review contracts early in diligence. Start asking for consents 30+ days out. Have a "plan B" ready.
Lien Release Issues
Seller's bank is slow to issue Payoff Letter or UCC-3 termination
Prevention: Request Payoff Letters 1 week early. Ensure draft includes language that they will file release upon wire receipt.
Name Mismatch
Name on signature page doesn't match filed Articles ("Inc." vs "Corp.")
Prevention: "Tick and Tie": Junior lawyer verifies every letter matches the Good Standing certificate exactly.
Night Before Closing Checklist
Funds Flow Memorandum
Finalized and signed by both parties—details exactly where every penny goes
Signature Pages
100% collected and confirmed to be held in escrow
Bring-down Call
Confirm with the state that the entity is still in good standing
Closing Call Scheduled
Morning call to officially release wires and signatures