ThomasMoreAI 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:
- Definitive agreement — purchase/merger agreement with all schedules
- Transaction structure — stock purchase, asset purchase, or merger
- Party information — legal names of buyer, seller, target, escrow agent
- Closing logistics — date, time (with timezone), location or virtual platform
- 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