M&A Closing Checklist

Our M&A closing checklist template will help you to see key actions and documents related to any M&A deal closing.

M&A Closing Template Items

  • Purchase Agreement (PA)
  • Escrow Agreement
  • Transition Services Agreement
  • Assignment and Assumption Agreement
  • Bill of Sale
  • Intellectual Property Assignment Agreement
  • Deed for transfer of [PROPERTY]
  • Resolutions of Seller authorizing [transaction and] transaction documents
  • Disclosure Schedules to the PA
  • LIST OTHER PRINCIPAL AGREEMENTS THAT ARE NOT EXHIBITS
  • Resolutions of Seller authorizing [transaction and] transaction documents
  • Resolutions of Buyer authorizing [transaction and] transaction documents
  • [Resolutions of [Merger/Acquisition Subsidiary] authorizing [transaction and] transaction documents
  • Government Approvals 1
  • Government Approvals 2
  • Third party consents [and notices] listed on Section [NUMBER] of the Disclosure Schedules:
  • Conduct title searches and have title reports prepared
  • Conduct lien and judgment searches
  • Conduct Phase I environmental reports at
  • Prepare opinion from Seller’s Counsel
  • Prepare opinion from Buyer’s Counsel
  • Prepare director and officer resignations
  • Request good standing certificates and [foreign qualifications]
  • Prepare Secretary’s Certificate for Seller
  • Prepare Secretary’s Certificate for Buyer
  • Prepare [Officer’s/Closing] Certificate for Seller
  • Prepare [Officer’s/Closing] Certificate for Buyer
  • Prepare Buyer board/stockholder resolutions to the extent necessary, including the following actions
  • Prepare Seller’s share certificates for transfer and prepare all appropriate stock powers
  • Prepare Certificate of Merger and submit for pre-clearance with [STATE AGENCY]
  • Form and organize Merger Subsidiary - (Draft and file certificate of incorporation of Merger Subsidiary, Draft statement of incorporator, Draft by-laws, Draft initial stock certificate evidencing issuance of [NUMBER] shares of common stock to Buyer)
  • Prepare funds flow memorandum
  • Payment of purchase price to Seller’s account by wire transfer
  • Submit press release to news wire
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M&A Closing Template Items

  • Purchase Agreement (PA)
  • Escrow Agreement
  • Transition Services Agreement
  • Assignment and Assumption Agreement
  • Bill of Sale
  • Intellectual Property Assignment Agreement
  • Deed for transfer of [PROPERTY]
  • Resolutions of Seller authorizing [transaction and] transaction documents
  • Disclosure Schedules to the PA
  • LIST OTHER PRINCIPAL AGREEMENTS THAT ARE NOT EXHIBITS
  • Resolutions of Seller authorizing [transaction and] transaction documents
  • Resolutions of Buyer authorizing [transaction and] transaction documents
  • [Resolutions of [Merger/Acquisition Subsidiary] authorizing [transaction and] transaction documents
  • Government Approvals 1
  • Government Approvals 2
  • Third party consents [and notices] listed on Section [NUMBER] of the Disclosure Schedules:
  • Conduct title searches and have title reports prepared
  • Conduct lien and judgment searches
  • Conduct Phase I environmental reports at
  • Prepare opinion from Seller’s Counsel
  • Prepare opinion from Buyer’s Counsel
  • Prepare director and officer resignations
  • Request good standing certificates and [foreign qualifications]
  • Prepare Secretary’s Certificate for Seller
  • Prepare Secretary’s Certificate for Buyer
  • Prepare [Officer’s/Closing] Certificate for Seller
  • Prepare [Officer’s/Closing] Certificate for Buyer
  • Prepare Buyer board/stockholder resolutions to the extent necessary, including the following actions
  • Prepare Seller’s share certificates for transfer and prepare all appropriate stock powers
  • Prepare Certificate of Merger and submit for pre-clearance with [STATE AGENCY]
  • Form and organize Merger Subsidiary - (Draft and file certificate of incorporation of Merger Subsidiary, Draft statement of incorporator, Draft by-laws, Draft initial stock certificate evidencing issuance of [NUMBER] shares of common stock to Buyer)
  • Prepare funds flow memorandum
  • Payment of purchase price to Seller’s account by wire transfer
  • Submit press release to news wire

M&A Closing Checklist

Our M&A closing checklist template will help you to see key actions and documents related to any M&A deal closing.

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M&A Closing Template Items

  • Purchase Agreement (PA)
  • Escrow Agreement
  • Transition Services Agreement
  • Assignment and Assumption Agreement
  • Bill of Sale
  • Intellectual Property Assignment Agreement
  • Deed for transfer of [PROPERTY]
  • Resolutions of Seller authorizing [transaction and] transaction documents
  • Disclosure Schedules to the PA
  • LIST OTHER PRINCIPAL AGREEMENTS THAT ARE NOT EXHIBITS
  • Resolutions of Seller authorizing [transaction and] transaction documents
  • Resolutions of Buyer authorizing [transaction and] transaction documents
  • [Resolutions of [Merger/Acquisition Subsidiary] authorizing [transaction and] transaction documents
  • Government Approvals 1
  • Government Approvals 2
  • Third party consents [and notices] listed on Section [NUMBER] of the Disclosure Schedules:
  • Conduct title searches and have title reports prepared
  • Conduct lien and judgment searches
  • Conduct Phase I environmental reports at
  • Prepare opinion from Seller’s Counsel
  • Prepare opinion from Buyer’s Counsel
  • Prepare director and officer resignations
  • Request good standing certificates and [foreign qualifications]
  • Prepare Secretary’s Certificate for Seller
  • Prepare Secretary’s Certificate for Buyer
  • Prepare [Officer’s/Closing] Certificate for Seller
  • Prepare [Officer’s/Closing] Certificate for Buyer
  • Prepare Buyer board/stockholder resolutions to the extent necessary, including the following actions
  • Prepare Seller’s share certificates for transfer and prepare all appropriate stock powers
  • Prepare Certificate of Merger and submit for pre-clearance with [STATE AGENCY]
  • Form and organize Merger Subsidiary - (Draft and file certificate of incorporation of Merger Subsidiary, Draft statement of incorporator, Draft by-laws, Draft initial stock certificate evidencing issuance of [NUMBER] shares of common stock to Buyer)
  • Prepare funds flow memorandum
  • Payment of purchase price to Seller’s account by wire transfer
  • Submit press release to news wire

What Tasks does the 

M&A Closing Checklist

 Include

FAQ

What Is Due Diligence?

Due diligence is a critical aspect of any deal that begins very early in the process and can continue right up until closing. During due diligence, the potential buyer asks questions and requests documentation from the seller that helps the buyer understand the target company and its business. These requests are usually general to start and become more specific as the buyer develops a greater understanding of the target. Buyers use the information provided by the seller to evaluate the opportunities and risks associated with the potential transaction. It is important for sellers to stay organized throughout the process. Buyers often submit thorough, detailed request lists that require input from numerous members of the seller’s deal team.

What is a due diligence checklist?

As the name implies, a due diligence request list is a list of questions and requests for information and documentation that a buyer submits to a seller in order to learn about the target company, its business and its operations. The initial diligence request list tends to be broad and typically includes an extensive list of questions covering a wide range of subjects. This allows the buyer to gain a broad understanding of the target company and identify key issues that can be investigated and considered more closely. Because every deal is different, due diligence request lists have to be tailored to meet the needs of the buyer and address the unique circumstances of your transaction.
However, there is a variety of fundamental requests that are relevant in most deals. These are the types of requests that our templates are designed to address.

What Questions Does the Master Due Diligence Questionnaire Include?

As the name implies, a due diligence request list is a list of questions and requests for information and documentation that a buyer submits to a seller in order to learn about the target company, its business and its operations. The initial diligence request list tends to be broad and typically includes an extensive list of questions covering a wide range of subjects. This allows the buyer to gain a broad understanding of the target company and identify key issues that can be investigated and considered more closely. Because every deal is different, due diligence request lists have to be tailored to meet the needs of the buyer and address the unique circumstances of your transaction.
However, there is a variety of fundamental requests that are relevant in most deals. These are the types of requests that our templates are designed to address.

Key considerations when using our m&a due diligence template

Our templates are drafted to provide an inclusive and wide-ranging list of initial due diligence requests. However, the templates, as well as the information contained therein, are not legal advice. They are not complete, and they are not specific to your transaction. The templates are designed to elicit general information from the seller that will provide the buyer with a broad overview of the target and it’s business and operations. You should review any template before using it, and it may need to be modified to ensure that it is suitable and relevant to your circumstances. Information provided by the seller will likely trigger additional questions that focus on specific aspects of the target’s business and issues identified during the due diligence process.

Are the requests in the template comprehensive?

No. Our Due Diligence Checklist is drafted to include typical requests that are relevant in most transactions. However, every deal and every target company is unique. Before utilizing any template, it is important that you review it with the help of your legal and other professional advisors to ensure that the requests are complete and tailored to the specific circumstances of your deal.

How to use the template with Dealroom

  • Start 14-day Free Trial of DealRoom and sign-up
  • Select a Master Due Diligence Template while creating a new room
  • Start assigning, adding to, and completing due diligence requests with needed documents by uploading them into the built-in virtual data room. The Requests tab is automatically populated with the requests from the due diligence template.

Can I change requests in this checklist or add new?

Every M&A process is different. Downloaders are urged to make these checklists their own by changing the providing information to better fit their needs.

Does this questionnaire provide all the necessary integration information?

This checklist was created by and for M&A professionals. It includes a comprehensive starting point for the integration process. However, every deal is different and may require additional requirements and tasks.

How to use this template with DealRoom?

  • Start 14-day Free Trial of DealRoom and sign-up
  • Select an Integration Template while creating a new workspace
  • Start planning, assigning, adding to, and completing integration tasks. The Requests tab is automatically populated with the tasks from the integration template.

Key considerations when using our m&a due diligence template

Our templates are drafted to provide an inclusive and wide-ranging list of initial due diligence requests. However, the templates, as well as the information contained therein, are not legal advice. They are not complete, and they are not specific to your transaction. The templates are designed to elicit general information from the seller that will provide the buyer with a broad overview of the target and it’s business and operations. You should review any template before using it, and it may need to be modified to ensure that it is suitable and relevant to your circumstances. Information provided by the seller will likely trigger additional questions that focus on specific aspects of the target’s business and issues identified during the due diligence process.

Are the requests in the template comprehensive?

No. Our Due Diligence Checklist is drafted to include typical requests that are relevant in most transactions. However, every deal and every target company is unique. Before utilizing any template, it is important that you review it with the help of your legal and other professional advisors to ensure that the requests are complete and tailored to the specific circumstances of your deal.

How to use the template with Dealroom

  • Start 14-day Free Trial of DealRoom and sign-up
  • Select a Master Due Diligence Template while creating a new room
  • Start assigning, adding to, and completing due diligence requests with needed documents by uploading them into the built-in virtual data room. The Requests tab is automatically populated with the requests from the due diligence template.

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