A closing day checklist for a Canadian business sale covers the documents that get signed, how funds actually move, the final adjustments made on the day, and the handover items a buyer needs in hand before operations change over to new ownership.
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This checklist covers what typically happens on the actual closing day of a Canadian business sale — the signing, the funds flow and the handover — as distinct from everything that happens afterward, which is covered in Deavo’s post-closing checklist. Closing day runs smoothly when both sides know exactly what needs to happen, in what order, well before the day itself.
Confirm the closing conditions are actually satisfied
Confirm every condition precedent in the purchase agreement has been met or formally waivedClosing before a required condition is actually satisfied can leave a buyer with no recourse if it later falls through — landlord consent, a licence transfer and financing approval are common examples.
Get a bring-down certificate confirming the seller’s representations are still accurate as of closingCircumstances can change between signing and closing, and this certificate is what confirms nothing material has shifted in between.
Understand how the money actually moves
Confirm the funds flow with the lawyers on both sides before closing day, not on itClosing day is the wrong time to discover a mismatch between what the buyer’s lender is releasing and what the seller expects to receive.
Confirm whether any portion of the purchase price is being held back in escrow, and under what conditions it releasesAn escrow holdback protects a buyer against post-closing surprises, but only if the release conditions are specific and both sides agree on how they’ll be measured.
Confirm the HST or GST election, where the deal qualifies for one, is being filed correctly and on timeGetting the sales-tax election wrong on an asset sale can turn what should have been a tax-neutral transfer into an unexpected tax cost for one side.
Finalize the day-of adjustments
Complete or confirm the inventory count and its agreed valuation method as close to closing as possibleAn inventory count done weeks before closing, rather than on or near the day itself, invites a dispute over what actually changed hands.
Prorate rent, utilities and any prepaid expenses between buyer and seller as of the closing dateLeaving these adjustments vague in the agreement is a common source of a small but irritating post-closing dispute.
Confirm all required licence and permit transfers are either complete or have an approved interim arrangementOperating without a required licence, even for a short gap on closing day, can expose the new owner to regulatory penalties.
Complete the physical and digital handover
Have a written list of what physically changes hands on closing day — keys, alarm codes, equipment, inventoryA rushed handover with no checklist is how a buyer ends up locked out of their own new business on day one.
Transfer or hand over administrative access — bank accounts, point-of-sale system, social media and domain loginsDigital access is as important as physical keys, and it is often the item both sides forget to plan for until the last minute.
Confirm the buyer’s insurance coverage is bound and effective as of the moment of closingA gap between the seller’s policy ending and the buyer’s policy starting leaves the business uninsured, even if only for a few hours.
Sign the directors' and shareholders' resolutions authorizing the transaction, along with the closing documents themselvesThese corporate approvals are what make the transaction legally valid, not just the signature page on the purchase agreement.
Deavo is an advertising and listings platform, not a brokerage, law firm or valuation firm. This page is general information, not legal, tax, accounting or valuation advice, and rules differ by province. Confirm anything you rely on with a qualified professional before you act on it.