What documents do I actually have to sign on closing day?
What you sign depends heavily on whether the deal is a share sale or an asset sale, since a Share Purchase Agreement (SPA) and an Asset Purchase Agreement (APA) trigger different closing paperwork. In a share sale, expect share transfer forms, director and officer resignations and releases, corporate resolutions approving the transaction, and a bring-down certificate confirming the seller's representations still hold true. In an asset sale, expect a bill of sale for the purchased assets, assignment agreements for contracts and leases, and similar corporate authorizations from the seller.
Across both structures, you'll typically also see statutory declarations, the final statement of adjustments, and any non-competition or non-solicitation agreements the deal calls for. Your lawyer prepares a closing agenda listing every document in advance, which is the best way to know exactly what's coming rather than being surprised on the day. Review that agenda well before closing, and flag anything unfamiliar so it can be explained before you're asked to sign it under time pressure.
Key takeaways
- The document list differs materially between a share sale and an asset sale.
- A closing agenda prepared in advance should list every document you'll sign.
- Bring-down certificates and statutory declarations are standard, not unusual, additions.
- Review unfamiliar documents before closing day, not for the first time at the table.