What you will sign

The short version

• Closing involves two sets of documents: the purchase documents and the loan documents.
• You will also sign documents for your new company, the lease, insurance and any agreements with the seller.
• Most are prepared by attorneys. Your M&A attorney reviews everything before you sign.
• Ask for final drafts several days before closing, not the night before.
• Keep a full signed set. You will refer to it for years.

Purchase documents

• The purchase agreement. Lesson 8.6 covers it.
• A bill of sale, transferring the assets, in an asset purchase.
• Assignments of contracts, the lease and intellectual property.
• The seller's non-compete, if separate.
• A consulting or transition agreement with the seller.
• The seller note, if any, and its standby agreement with the lender.
• An escrow agreement for any money held back.

Loan documents

• The promissory note: your promise to repay the loan.
• The loan agreement, with the terms and conditions.
• Your personal guarantee. Lesson 2.4 covers it.
• A security agreement, giving the lender a claim on business assets.
• Any mortgage on real estate.
• The collateral assignment of your life insurance. Lesson 8.4 covers it.
• SBA forms the lender requires, including borrower information, fee disclosures and permission to confirm tax returns with the IRS.

Other documents

• Company documents: formation papers, operating agreement and resolutions authorizing the purchase and loan.
• The lease or lease assignment, and any landlord waiver.
• Insurance certificates naming the lender.

Before you sign

• Ask for final drafts several days before closing.
• Read them, and ask your attorney about anything you do not understand.
• Check that the purchase documents and loan documents match.
• Confirm signing logistics: in person, by e-signature or both.