Preparing for the Close



• Work through business transfer agreements. These agreements include the bill of sale, assignments of leases, contracts and intellectual property, and stock transfer, among other details.

• Decide how the closing will occur.
Will each party meet with their respective team to sign the documents? Will you use an escrow agent?

• Make last-minute adjustments to reflect closing-day valuations.

• Ensure your name is no longer on any business-related accounts and that the new owner knows the usernames and passwords to any financial or online accounts, including business-specific social media profiles.

• Walk through the business with the buyer to review the equipment and inventory that will convey upon the deal. Be aware that some last minute price adjustments may be needed.

• Exchange money and keys. The buyer officially takes the reins as the new owner.



You’ll need to pass along some important information to the buyer to make the closing easier.

Don’t forget about:

  • Alarm codes, computer access codes and safe combinations
  • Asset allocation statement (IRS Form 8594)
    to file with tax return
  • Bill of sale or transfer documents for license, real estate and vehicles
  • Keys to file cabinets, premises and vehicles
  • Cashier’s check
  • Consent of entity owners to sale of assets
  • Consulting contract
    (independent contractor agreement)
  • Covenant not to compete (non-compete agreement)
  • Customer lists
  • Employment contract
  • Escrow agreement for post-closing adjustments
  • Insurance certificates for the policy covering secured assets
  • Mortgage or deed of trust
  • Owners’ manuals for business equipment
  • Promissory note
  • Security agreement
  • Statement regarding the absence of creditors
  • Supplier lists
  • Title insurance commitment
  • UCC financing statement
  • List of all assets included in the sale, including fixtures, equipment, inventory and accounts receivable
  • List of assets excluded from the sale (i.e., cash accounts, vehicles)