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Founder M&A Closing Checklist and Closing Agenda

Matter Completion Sheet — Not Part of the Checklist

CLOSING CHECKLIST AND AGENDA

1. Deal Identification and Control Rules

1.1 Matter details

1.2 Status legend

Use only these statuses: Not started, Drafting, With other side, Agreed subject to execution, Signed in escrow, Condition satisfied, Waived by authorized party, Released, Filed, Paid and confirmed, or Post-Closing open. Never mark Complete without identifying the evidence and reviewer.

1.3 Source and hierarchy rule

Each item must cite the controlling section or schedule. If the checklist conflicts with a signed document, the signed document controls and the checklist must be corrected, not used to amend the deal. The acquisition agreement controls transaction economics and remedies; an ancillary agreement controls its operational subject only to the stated hierarchy. Amendments, waivers, consents, and side letters must be versioned and linked to affected items.

1.4 No implied waiver or authority

A status entry does not waive a condition or approve a document. Waiver requires the person and form specified in the acquisition agreement. A lawyer or coordinator may hold signatures or funds but may release them only under written authority. Closing must not be announced before the release sequence is completed and effective time confirmed.

2. Conditions Precedent Matrix

For each condition, state the exact bring-down standard, materiality disregard, measurement time, knowledge person, exception, and cure. Do not reduce a legal condition to a generic checkbox. If a condition is waived, attach the written waiver and note any consideration, disclosure, board approval, or effect on indemnity and RWI.

3. Corporate and Equity Workstream

3.1 Entity authority

3.2 Capitalization and security treatment

Reconcile the stock ledger, cap table, charter, voting and investor agreements, certificates and book entries, option plan and grants, warrants, SAFEs, notes, promised grants, restricted equity, repurchase, acceleration, liquidation preferences, conversion, participation, dividends, and transfer chain. The final consideration schedule must tie to the funds flow and payment-agent file.

3.3 Holder communications

Track information statement, appraisal or dissenters’ notice, letter of transmittal, exchange instructions, Tax forms, support or joinder agreements, consents, deadlines, delivery method, evidence of receipt, and unresponsive holders. Ministerial payment documents must not silently add a release or obligation not authorized by the acquisition agreement and law.

4. Transaction Documents

Every document must have a final agreed comparison against the correct precedent or prior version. File names must include the document name, date, and version. “Final” is not a version number. Execution PDFs, native Word files, redlines, and signature packets must be stored separately to prevent accidental circulation.

5. Asset Liability and Contract Transfer Workstream

For an asset transaction, list every purchased and excluded asset and assumed and retained liability. Reconcile the acquisition agreement schedules to the bill of sale, assignment and assumption, IP assignments, deeds, titles, domain and account transfers, lease assignments, permits, bank accounts, receivables, inventory, books and records, and local instruments.

6. Debt Liens and Third Party Consents

Track payoff letters, per-diem interest, wire instructions, lien releases, UCC terminations, control-agreement terminations, mortgages, guarantees, letters of credit, equipment liens, tax liens, and post-Closing filings. Verify that the payoff amount and release cover each borrower, guarantor, account, jurisdiction, and secured asset.

7. Regulatory and Specialist Workstreams

Do not hard-code annual thresholds or assume an exemption. Attach the dated specialist analysis and state any unresolved fact. A filing receipt is not the same as clearance. Track waiting-period start, extension, second request, remedy commitment, and lapse or refile separately.

8. Closing Certificates and Bring Down

Prepare officer certificates, secretary and incumbency certificates, good-standing certificates, lien and judgment searches, no-MAE confirmation, covenant compliance, representation bring-down, solvency or Tax certificates, FIRPTA documentation, and any jurisdiction-specific certificates. Each certificate must use the exact standard, qualifiers, date, knowledge persons, and defined terms from the signed agreement. Certificates should not create new representations or waive disclosed issues.

9. Funds Flow and Wire Security

9.1 Funds-flow reconciliation

The funds-flow statement must reconcile Buyer sources to uses and the purchase-price definition, capitalization waterfall, payment-agent file, payoff letters, transaction expenses, payroll, Taxes, escrows, holdbacks, representative fund, rollover, seller note, and cash remaining in the Company. The total of sources must equal uses and each line must be counted once.

9.2 Wire-control rules

Never rely solely on emailed wire instructions. Obtain instructions through an approved secure channel and complete an independent callback to a previously verified telephone number with an authorized person. Record who provided, entered, verified, and approved each wire. A changed instruction requires a fresh callback and supervisory approval. Do not include full account numbers in broadly circulated checklists; use secure references and masked identifiers.

9.3 Payment and receipt evidence

Track initiation, bank acceptance, finality, receipt, rejected or returned wires, interest, and remediation. A screenshot of initiation is not proof of receipt. State whether legal effectiveness depends on release, filing, wire receipt, or a combination, and follow the agreed sequence.

10. Signature and Release Protocol

Maintain a signature matrix listing every party, capacity, document, signature page, notarization, witness, medallion, entity authorization, spouse, trust, electronic-signature restriction, and release condition. Confirm the final form matches each signature page. Signatures held in escrow may be released only by the designated coordinator after written authorization. Any substantive change after signature requires reconfirmation or a new signature as counsel determines.

11. Filing and Effective Time Sequence

For mergers and other filed transactions, confirm the exact filing office, form, signatures, attachments, fees, requested effective time, reject-and-cure process, certified-copy order, and weekend or holiday coverage. For simultaneous exchange, state which event is legally operative.

12. Post Closing Calendar and Binder

Track purchase-price true-up, escrow claims and releases, earnout reports, seller-note payments, Tax filings and elections, information statements, appraisal deadlines, 280G and payroll reporting, employee onboarding or termination, benefit plan actions, IP and lien recordings, contract notices, data migrations, transition services milestones, D&O tail, insurance notices, records access, unclaimed property, and regulatory commitments.

The closing binder should include signed transaction documents, final schedules, approvals, certificates, signature and release evidence, funds-flow and masked verification record, filings and receipts, regulatory evidence, key correspondence, and a final index. Preserve privileged advice in a separate protected file. Record where originals and native files are stored.

Annexes

Annex 1 Closing Release Authorization

Annex 2 Open Items and Waivers

Annex 3 Final Document Index

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