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M&A Closing Checklist

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 Checklist

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
FAQ

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

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