A closing and integration checklist that runs from two weeks out to the first month

This is the switchover list, the closing and integration checklist for the practical transfer of a working business from one owner to another, in the order the items actually bite. It assumes the lawyers handle the agreement and the accountants handle the completion accounts.

What follows is everything else, which is what breaks on the first morning if nobody wrote it down. Where a filing, form or authority applies, the checklist names it; the closing and integration requirements page sets out document ownership, but the items below stand on their own.

What to take away

Work backwards from the first trading day. Anything the business needs to take money, pay people and buy stock on that day goes on the list first.
Almost every item requires a third party to act, so the list is really a list of requests to other people.
Both sides need their own copy, with one named owner per line, because an item owned jointly is owned by nobody.

Two weeks before

Money in and out. List every way money reaches the business: card facilities, online payments, direct debits from customers, marketplace payouts, cash banking. Name the providers on the list — for example Stripe, Square, PayPal and Amazon Seller Central — and ask each for its change-of-ownership or new-account checklist. Expect to supply the new entity's legal name, EIN, bank account and beneficial-owner details; some providers allow an ownership update, while others require a new application. Each provider has its own timing, so request the checklist and timing in writing; the closing and integration cost page tracks the quotes once they arrive.

Two weeks out: switchover checklist

Payment routescard, online, direct debit, marketplace, cash
Money outstanding orders, direct debits, recurring cards
Supplier accountsbusiness or owner name
Accesskeys, alarm codes, safe, admin accounts
Insurancecover effective from completion
Peoplecommunication plan and legal requirements

Money out. Every standing order, direct debit and recurring card payment leaving the business, and which entity each is registered to.

Supplier accounts. Which are in the business's name and which in the owner's. Ask each significant supplier what a change of ownership requires and whether terms continue. Get the answer in writing; assumed continuity is where first-month cash goes wrong.

Access. Keys, alarm codes and safe combinations. Administrator accounts for every system: the domain registrar, the email tenancy and the accounting software. Then the customer records, the website, social accounts and the phone system.

Insurance. What cover exists, what the lender requires, and confirmation that new cover is effective from the moment of completion rather than the following working day. Check commercial general liability, property, workers' compensation, and any professional liability or cyber cover the business carries; confirm the lender's required limits and the loss-payee or mortgagee wording on the policy.

People. The communication plan: who is told, in what order, by whom, and on what day. On the legal side, a US buyer must have each new employee complete USCIS Form I-9 (Employment Eligibility Verification) and IRS Form W-4 (Employee's Withholding Certificate); the buyer also needs an IRS employer identification number and must register with the state unemployment insurance agency and the state new-hire reporting office. The closing and handover page explains why the timing is not a matter of preference.

The last few days

The funds flow schedule agreed in writing, with every deduction understood.
A final meter and stock position agreed, and how each is being counted.
Payrollwho runs the next one, on which system, and whether it has the data. What an employer must do on taking staff on is summarized by the Small Business Administration's guide to hiring and managing employees; the federal forms themselves are IRS Form W-4 and USCIS Form I-9.
A written handover plan naming each relationship, system and recurring problem, the person receiving it, and the date.
Confirmation that the outstanding consents have actually arrived, in their final form.
A dated list of what remains outstanding, with the agreed treatment for each item that could slip.

Completion day

Transfer documents signed and money moved as the funds flow says.
Registered security releasedUCC-3 termination statements filed with the state UCC filing office, usually the Secretary of State, and the filed copies confirmed rather than promised. For a security interest in real property, the mortgage or deed of trust release is recorded with the county recorder.
Bank mandates changed the same day, and the old authorities closed.
Keys and access handed over, and administrator accounts actually tested by the new owner while the seller is still present.
Staff told, in person where possible, with the four answers they need: is my job safe, who do I report to, does my pay or contract change, and what happens next.
Key customers and suppliers told directly, by both parties where the relationship warrants it.

The first week

Every payment route tested with a real transaction rather than assumed to work.
Payroll run once, early enough to fix what is broken.
Supplier accounts confirmed live and terms confirmed in writing.
Customer payments arriving in the right account, with a check on anything still landing in the old one.
Insurance certificates on file for commercial general liability, property, workers' compensation, and any professional liability or cyber cover, with the lender named as loss payee or mortgagee where required, and the lender's conditions confirmed satisfied.
A daily short conversation between buyer and seller while the seller is still available.

The first month

Reconcile what actually arrived against what the diligence record said the business collects, and ask about any gap.
Confirm every state and local license and permit is reissued or transferred by its issuing authority — for example, a sales tax permit from the state department of revenue, a food permit from the county health department, and an occupational license from the city or county licensing office — with the new certificate rather than an assurance.
Review the working capital position against what was agreed, so the settlement afterwards holds no surprises.
Meet the customers who matter, with the seller where that helps and alone where it does not.
Write down which handover items are genuinely complete and which are still living in the seller's head.
Start the integration properly, which is a change program rather than an administrative one. Where the price has a contingent element, settle the measurement terms beforehand, because the changes you make can move the measurement; the deal structures page covers the mechanics.

Where a business runs itself into trouble

Not on the big items. The payment facility needed an application, insurance lapsed for two days, and a supplier moved to prepayment. Software was licensed to a person who left, and a customer's payments went to an unwatched account.

None is hard, but all are urgent when they happen, and each is on this list because it happened to somebody who had not made one. A seller who prepared properly usually has half documented already.

Common questions

Who owns this list, buyer or seller?

Both, separately. Most items need the seller to request something and the buyer to receive it.

Should staff be told before completion?

The purchase agreement and state law control the timing; the federal forms are USCIS Form I-9 and IRS Form W-4. What is avoidable is a leak, which is why the plan is written in advance.

How long should the seller stay available?

As long as the agreement says, and the agreement should say something specific rather than promising help.

What is most often forgotten?

Administrator access to a system nobody thought about until it was needed, usually the one holding customer records.