What’s on the Closing Checklist When Selling a Tech Company — and What You Might Be Forgetting

After months of diligence, negotiation, and late-night data room uploads, you’re finally approaching the finish line: closing day. But before the wire hits and champagne is uncorked, there’s one more critical hurdle — the closing checklist.

For founders selling a software or tech company, the closing checklist is more than a formality. It’s a comprehensive, often legally binding list of deliverables, signatures, and confirmations that must be completed before the transaction can close. Miss a key item, and you risk delaying — or even derailing — the deal.

This article outlines what’s typically included in a closing checklist for a tech M&A transaction, and highlights a few often-overlooked steps that can make or break a smooth exit.

What Is a Closing Checklist?

A closing checklist is a detailed document, usually prepared by legal counsel, that itemizes all the documents, approvals, and actions required to consummate the sale. It’s used by both buyer and seller to track progress and ensure nothing falls through the cracks.

Think of it as the final project plan for your exit — a shared roadmap that coordinates legal, financial, and operational workstreams in the final days or weeks before closing.

Key Components of a Tech M&A Closing Checklist

While every deal is unique, most closing checklists for software and technology companies include the following categories:

1. Final Transaction Documents

• Purchase Agreement: The definitive agreement (asset or stock sale) outlining terms, reps and warranties, indemnities, and covenants.
• Disclosure Schedules: Attachments to the purchase agreement that qualify or expand on representations — often the most time-consuming to finalize.
• Ancillary Agreements: These may include IP assignments, employment or consulting agreements, escrow agreements, and non-compete clauses.

2. Board and Shareholder Approvals

• Board resolutions authorizing the sale
• Shareholder consents (especially critical in stock sales or when drag-along rights are triggered)
• Waivers of rights of first refusal or co-sale rights, if applicable

3. Regulatory and Compliance Filings

• State-level filings for entity dissolution or name changes
• U.S. antitrust filings (e.g., HSR Act) if thresholds are met
• Foreign investment approvals for cross-border deals

4. Financial and Tax Deliverables

• Final working capital calculation and true-up mechanism
• Payoff letters for outstanding debt or credit lines
• Tax clearance certificates or Form 8594 (for asset sales)
• Allocation of purchase price — a common source of post-closing disputes, as discussed in Mergers & Acquisitions: Allocation of Purchase Price Disagreements

5. IP and Technology Transfers

• Assignment of patents, trademarks, and domain names
• Transfer of source code repositories and documentation
• Third-party software license consents

6. Employee and HR Matters

• Offer letters or transition agreements for key employees
• Termination of stock option plans or conversion to buyer equity
• COBRA notices and benefits plan transitions

7. Customer and Vendor Notifications

• Consent to assign material contracts (especially in SaaS businesses)
• Notices to strategic partners or resellers
• Updated billing and payment instructions

Commonly Overlooked Final Steps

Even experienced founders can miss critical items in the final stretch. Here are a few areas where deals often stumble — and how to stay ahead of them:

1. Working Capital Peg and Adjustments

Many founders underestimate the complexity of the working capital adjustment. Buyers want to ensure the business is delivered with a “normal” level of working capital — not drained of cash or overloaded with payables. Misalignment here can lead to post-closing disputes or escrow claims. A seasoned M&A advisor like iMerge can help model and negotiate a fair peg based on historical trends.

2. Customer Consent Bottlenecks

If your SaaS contracts include anti-assignment clauses, you may need customer consent to transfer them. This can be a sensitive process — especially if the buyer is a competitor or if customers are risk-averse. Start early, and consider how to frame the transition to preserve trust. For more on this, see How Do I Handle Customer Contracts During the Sale of My Software Business?

3. Final Cap Table Reconciliation

Before closing, you’ll need to finalize the cap table — including option exercises, warrant conversions, and any SAFE or convertible note conversions. Errors here can delay payouts or trigger legal exposure. Ensure your legal and finance teams are aligned on the final ownership structure and payout waterfall.

4. Closing Binder Assembly

After the deal closes, you’ll want a complete record of all signed documents, approvals, and correspondence. This is typically compiled into a “closing binder” — a digital or physical archive that can be invaluable for tax, legal, or audit purposes. For a deeper dive, see What Typically Goes Into a Closing Binder for a Startup Acquisition.

Final Thoughts: Don’t Let the Finish Line Trip You Up

Closing a tech M&A deal is a high-stakes, high-detail process. Even after the headline terms are agreed, the final 5% of execution can consume 50% of your time and energy. That’s why experienced founders often lean on M&A advisors not just for valuation and negotiation, but for operational execution in the final mile.

Firms like iMerge specialize in helping software and technology companies navigate these complexities — from working capital modeling to customer consent strategies to post-closing integration planning. A well-managed closing process doesn’t just protect value — it preserves relationships, reputations, and momentum for what comes next.

Founders navigating valuation or deal structuring decisions can benefit from iMerge’s experience in software and tech exits — reach out for guidance tailored to your situation.