Closing is the moment ownership transfers — but the work spans the weeks before and the months after. A clean closing is one where nothing surprises anyone, and the buyer walks into day one ready to operate.
From LOI to closing
After LOI signing, diligence runs in parallel with purchase-agreement drafting. SBA financing (if any) typically takes 60–90 days. Lease assignments, license transfers, and customer-consent provisions can each become bottlenecks — start them early.
Purchase agreement essentials
The purchase agreement is the binding document. Critical elements: precise list of assets and liabilities transferred, representations and warranties, indemnification, working capital adjustment, non-compete, employment/consulting agreements, and closing conditions. Your attorney drafts and negotiates this — review every word.
- Schedule of assets and excluded assets
- Schedule of assumed liabilities
- Representations and warranties (seller's promises about the business)
- Indemnification caps, baskets, and survival periods
- Working capital target and post-close adjustment mechanism
- Non-compete and non-solicit
- Seller note, security agreement, and personal guarantee (if applicable)
- Employment / consulting agreement for the seller
- Closing conditions (financing, third-party consents, no MAC)
Funding the deal
Coordinate funding sources so everything lands at close: buyer equity, SBA loan, seller note, and any rollover equity. SBA closings have their own checklist — work backward from the lender's required closing date to keep everything on schedule.
Closing day
On closing day: documents are signed, funds are wired, and the entity (or assets) transfers. Bank accounts, payroll, vendor accounts, customer billing, software, and licenses all need to be moved or reissued. A pre-built closing checklist with assigned owners on each task is essential.
First 100 days as the new owner
The first 100 days set the tone. Communicate with employees and key customers immediately. Don't make major changes in the first 30 days — listen, learn, and observe. Use the seller's transition period intentionally to transfer relationships, document tribal knowledge, and identify the things you'll change later.
Checklist
- Final purchase agreement signed
- Funding sources confirmed and wired
- Bill of sale and asset transfer documents
- Lease assignment or new lease executed
- License and permit transfers initiated
- Bank accounts opened, merchant processing migrated
- Payroll, benefits, and insurance moved
- Employee announcement plan
- Customer announcement plan (top accounts first)
- Vendor communication plan
- Seller transition / consulting agreement signed
- Day-one operating checklist
Frequently asked
From signed LOI: 60–120 days for most small-business deals. SBA-financed deals are at the longer end.
Depends on the condition. Some allow the buyer to walk with deposit refunded; some require renegotiation. The purchase agreement spells out the consequences.
In most asset sales, yes — buyers typically form a new LLC or corporation to hold the acquired assets. Your attorney and CPA will coordinate this.
Communicate. Be visible. Don't make major changes. Spend day one with employees, day two with top customers, and the rest of the week observing.