What actually happens on closing day?
On closing day, both sides confirm that every closing condition has been satisfied or waived, funds move by wire once that confirmation is in, signed documents are exchanged and released together rather than piecemeal, and possession of the business, including keys, systems access and often an inventory count, passes to the buyer.
By the time closing day arrives, most of the real negotiation is already finished. What happens on the day itself is largely administrative, but it is still choreographed closely, because a lot of moving pieces have to line up at once.
The morning starts with confirming conditions still hold
Lawyers typically confirm that every closing condition has been satisfied, and the seller may need to provide a bring-down certificate confirming that the representations made earlier in the agreement are still true as of closing, not just as of the day they were signed.
Money moves through a defined funds flow
Closing funds move by wire according to a funds flow that lawyers prepare in advance, showing exactly how much goes where: to the seller, to pay off any existing debt secured against the business, to an escrow agent holding back a portion, and to cover closing costs.
Documents get signed and released together
Rather than exchanging documents one at a time, lawyers usually hold everything in escrow and release it all together once funds have cleared, so neither side is left having handed over their part without receiving the other’s.
Possession and access change hands
Keys, alarm codes, banking access, and system logins transfer to the buyer, sometimes alongside a final inventory count on the day itself, since inventory levels can move right up until closing and often adjust the final price.
What can still go wrong on the day itself
A wire that does not clear in time, a last-minute inventory discrepancy, or a document that turns up incorrectly signed can all delay closing by hours or push it to the next business day, which is why experienced lawyers build some buffer into the schedule rather than planning down to the minute.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Canada Revenue AgencyGovernmentSelling a business
- 02Treadstone LawLegal commentaryHow Money Actually Moves on Closing Day in an Ontario Business Sale
- 03Treadstone LawLegal commentaryInventory Count and Valuation on Closing Day in an Ontario Business Sale
- 04Treadstone LawLegal commentaryConditions Precedent to Closing in an Ontario Business Sale Agreement
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