Secondary Transfer Deal Control, Closing Checklist and Stock-Ledger Instructions — Private Company

Matter Completion Sheet — Open the File with These Controls

DEAL CONTROL MEMORANDUM

1. Transaction Snapshot

2. Governing-Document and Rights Audit

Create a complete, date-stamped document list before negotiating. Review signed versions and all amendments; do not rely on a summary.

3. Capitalization and Chain-of-Title Control

3.1 Required Reconciliation

• Obtain a certified stock-ledger excerpt dated no earlier than [DATE].
• Reconcile Seller’s name, address, class, share count, issuance date, consideration and certificate or book-entry identifier to the cap table.
• Trace splits, combinations, conversions, cancellations, transfers, certificate replacements and name changes.
• Reconcile vesting, repurchase, forfeiture, clawback and service-termination records.
• Identify pledges, custody, UCC filings where appropriate, marital rights, trusts, estates, divorce orders and other adverse claims.
• Confirm Seller’s post-Closing holdings and any minimum-retention requirement.

3.2 Discrepancy Log

No transaction may close with an unexplained difference between the stock ledger and the securities to be transferred. A platform display or spreadsheet does not supersede the authoritative ledger.

4. Securities-Law Workstream

Do not equate an accredited purchaser with an available seller exemption. Counsel must document the complete path and any facts that must remain true through Closing.

5. Corporate and Conflict Workstream

• Identify whether approval belongs to the Board, a committee, an officer under delegated authority, one or more stockholder classes, or a contractual right holder.
• Obtain interested-director, officer, controller, seller and purchaser disclosures.
• Select a meeting, written consent or committee process that is lawful and creates an adequate record.
• Record recusals, attendance, information considered, questions, advice, alternatives and the approving vote.
• Confirm investor protective provisions, class votes, vetoes and amendment standards.
• Verify that management does not waive a right held by another person or approve its own exception without authority.
• Preserve the final action and attachments in the minute book.

6. ROFR, Co-Sale and Consent Timeline

If price, purchaser, consideration or another material term changes, counsel must decide whether notices must be reissued and response periods restart.

7. Diligence and Information Protocol

7.1 Minimum Controls

• Signed confidentiality agreement before nonpublic disclosure.
• Approved information set with source, date and stated limitation.
• Authorized speakers and a logged question-and-answer process.
• Information cut-off date and material-update decision immediately before Closing.
• Competitor, privilege, personal-data, trade-secret and export-control safeguards.
• Clear disclosure that the Company does not recommend the price or investment.
• Seller prohibition on unauthorized disclosure of Company information.
• Retention of the final information index without unnecessary sensitive data.

7.2 Information Index

8. Principal Documents

9. Closing Conditions Matrix

Only the party entitled to a condition may waive it. No person may waive law, a non-signatory’s right or a reserved Board matter without authority.

10. Funds-Flow and Wire Controls

• Prepare a final sources-and-uses schedule that balances to zero.
• Identify gross Purchase Price, withholding, lien payoff, approved fees, expenses and net proceeds.
• Obtain tax forms and written withholding advice where required.
• Independently authenticate every payee and bank instruction using pre-established contacts.
• Require dual authorization for any change and prohibit email-only changes.
• Confirm collected, available funds and bank cut-off times.
• Keep full account numbers out of broadly circulated drafts and closing binders.
• Record masked wire confirmations, value dates and failed or returned payments.

11. Closing Script

11.1 Pre-Closing

1. Closing coordinator circulates the final document index, conditions matrix and sources and uses.
2. Each workstream owner marks items satisfied, not applicable with explanation, or escalated.
3. Counsel confirms the legal pathway and any required updates.
4. Escrow Agent confirms documents held and Final Funds.
5. Company confirms readiness to update the authoritative stock ledger.

11.2 Release

1. Authenticated party representatives authorize release.
2. Escrow Agent releases transfer instruments to the Company or transfer agent.
3. Company records the transfer and confirms the dated ledger entry.
4. Escrow Agent disburses under the final sources and uses.
5. Company issues the certificate or uncertificated-share notice with required legends.
6. Closing coordinator sends a completion notice and preserves confirmations.

11.3 Abort Protocol

If any condition fails, instruction conflicts, fraud is suspected, funds are unavailable or the ledger cannot be updated, stop the release. Notify authenticated contacts, preserve evidence and follow the termination or dispute provisions. Do not improvise a partial closing.

12. Stock-Ledger Instruction

Upon receipt of the signed release authorization, the [SECRETARY / TRANSFER AGENT] is instructed to:

• verify Seller’s record position and the exact Shares against the pre-Closing ledger;
• cancel or debit [NUMBER] [CLASS/SERIES] shares from Seller under certificate/book-entry [●];
• register those shares to Purchaser under Purchaser’s exact legal name and address;
• preserve original issuance and acquisition data required for Company records without making a tax conclusion;
• apply the legends and restriction notices listed on Schedule 1;
• update agreement-party and notice schedules only as the executed joinders require;
• cancel and retain or destroy surrendered certificates under policy;
• issue certificate or uncertificated notice [●];
• obtain independent second-person review of the entry; and
• deliver a dated post-Closing excerpt showing the affected entries and resulting balances.

The ledger instruction expires at [TIME/DATE] if not released. It may not be changed orally.

13. Post-Closing Checklist

14. Exception and Decision Log

No exception is approved merely because it appears in this log. Attach the underlying approval and legal basis.

Sign-Off

CLOSING COORDINATOR:
Name / organization: [●]
I confirm that the checklist accurately records the documentary status and that release occurred only after the required authorizations. This is not a legal opinion.
Signature/date/time: ______________________________

COMPANY SECRETARY OR TRANSFER AGENT:
Name / title: [●]
I confirm that the ledger instruction was authenticated, the transfer was recorded on [DATE/TIME], and the affected entries were independently reviewed.
Signature/date/time: ______________________________

COMPANY COUNSEL REVIEW:
Name: [●]
Scope of review: [CORPORATE / SECURITIES / CLOSING DOCUMENTS / OTHER]
Signature/date: ______________________________

Schedules and Exhibits

Schedule 1 — Legends, Notices and Continuing Restrictions

Exhibit A — Release Authorization

The undersigned Authorized Representatives confirm that the final conditions matrix is satisfied or validly waived by the proper party, the sources and uses is final, payment instructions were authenticated, no fraud or dispute alert is open, and the stock-ledger instruction may be released.
Seller: [●]
Purchaser: [●]
Company: [●]
Escrow Agent / coordinator acknowledgment: [●]

Exhibit B — Post-Closing Ledger Verification

Record pre-Closing Seller position, transferred shares, post-Closing Seller position, Purchaser position, class totals before and after, certificate cancellations and issuances, reviewer name, date and discrepancy resolution.

Website Posting README — Not Part of the Agreement

What this form is for

This control workbook coordinates the legal, capitalization, rights, information, money, closing and stock-ledger workstreams for a private-company secondary transfer. It is intended to remain live from intake through post-Closing audit.

AI completion prompt

Completion checklist

• Keep the checklist version-controlled and dated.
• Use signed source documents, not summaries, for rights and deadlines.
• Reconcile the authoritative ledger before and after Closing.
• Separate factual completion from legal sign-off.
• Identify the beneficiary and authorized waiver party for each condition.
• Authenticate funds and instruction changes independently.
• Stop the Closing on discrepancy, fraud alert, unavailable funds or ledger failure.
• Archive the final documents, approvals, masked confirmations and ledger evidence.

Three-pass quality review

Pass 1 — Completeness. Confirm every workstream, owner, deadline, document and approval is included. Pass 2 — Consistency. Reconcile names, shares, price, dates, defined terms, rights, conditions and funds across all documents. Pass 3 — Operational proof. Walk the closing script and post-Closing audit with the actual responsible people and systems.

Attorney-review warning

A checklist cannot resolve a legal conflict or cure a defective transfer. Qualified company, securities and tax counsel must approve the transaction-specific analysis and final release.