Business sale escrow checklist for buyers, sellers, and lenders

1. Party and authority information

• Legal names of buyer, seller, and any acquisition entity.
• Owners, managers, officers, and authorized signers.
• Entity formation records, good standing, assumed names, and resolutions.
• Broker, lender, landlord, franchise, accountant, and tax contacts.

2. Core transaction documents

• Signed LOI, APA, transfer agreement, or escrow instructions.
• Schedules for assets, excluded assets, inventory, contracts, employees, and assumed obligations.
• Seller note, security agreement, guarantee, subordination, and holdback terms if applicable.
• Commission or referral instructions for brokers and transaction participants.

3. Funds and closing statement inputs

• Purchase price, deposit amount, loan proceeds, seller financing, and balance to close.
• Payoff amounts, lienholder demands, prorations, tax holdbacks, transfer fees, and closing costs.
• Final disbursement instructions and required wire verification contacts.

4. Lien, UCC, and payoff items

• UCC searches and termination requirements.
• Equipment lender, merchant cash advance, judgment, tax lien, and secured creditor information.
• Payoff letters, releases, termination statements, and post-closing follow-up assignments.

5. Lease, real property, and location issues

• Lease assignment or new lease requirements.
• Landlord consent, estoppel, security deposit, rent proration, and possession timing.
• Personal property tax, collateral deed, title, or real-property transfer issues when applicable.

6. Licensing, tax, and state-specific requirements

Business sales can involve state tax status, local business licenses, assumed business names, reseller permits, franchise registrations, successor-liability concerns, bulk-sale notice, publication, or tax clearance. The exact list depends on the state and business type.

Washington, Oregon, Hawaii, and California have different tax and registration requirements. Identify the governing state rules when the file opens so the parties can meet notice, clearance, and registration deadlines.

7. Lender and third-party approval conditions

• SBA or acquisition lender checklist items.
• Franchisor consent, signed franchise agreement, training requirements, and transfer fees.
• Insurance, payroll, vendor, licensing, and operational handoff items.

8. Final closing record

At closing, the file should show the signed documents, receipt of funds, final closing statement, wire confirmations, disbursements, holdbacks, payoff evidence, and open post-closing items.

A person reviewing the file later should be able to understand the closing without reconstructing the transaction from email.