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Buying & Selling a Business

How does the money actually move on the day a business sale closes?

TSL Written by the Treadstone Law team· Updated August 2026

Money in a business purchase and sale almost always moves lawyer-to-lawyer through trust accounts, not directly between buyer and seller. The buyer's lawyer holds the purchase funds in trust, confirms all closing conditions and documents are in order, and only then releases the funds to the seller's lawyer in exchange for the signed closing documents.

The seller's lawyer typically doesn't send the net proceeds straight to the seller either. Existing debts secured against the business — anything showing up on a PPSA search, for example — are usually paid out or discharged from the proceeds first, along with any purchase-price holdback the agreement calls for. Only what's left after those payouts and adjustments goes to the seller directly. This simultaneous exchange of money for documents, coordinated entirely by the two lawyers, is what protects both sides from paying or handing over control before the other side actually performs. If you're wiring funds, confirm the exact trust account details and timing with your own lawyer directly rather than relying on instructions received by email alone.

Key takeaways

  • Funds move through lawyers' trust accounts, not directly between buyer and seller.
  • Existing secured debts are typically paid out of proceeds before the seller sees anything.
  • Any negotiated holdback is deducted before net proceeds reach the seller.
  • Confirm wiring instructions directly with your own lawyer, never from an email alone.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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