- - The buyer's lawyer, who receives the buyer's funds into a trust account and confirms all closing conditions before authorizing release.
- Final documents are exchanged in escrow.
- Lawyers' trust accounts exist precisely so that money and documents change hands at the same moment, under conditions both sides agreed to in advance.
Signing the purchase agreement feels like the milestone, but the money doesn't move that day — it moves on closing day, through a sequence most buyers and sellers never see clearly explained in advance. Purchase funds don't go directly from the buyer's bank account to the seller's; they pass through lawyers' trust accounts, get held against specific conditions, and are released only once those conditions are satisfied.
Understanding this sequence in advance makes closing day far less stressful, and helps you spot early if something is genuinely off track versus just running through its normal steps.
Who's Involved in Moving the Money
- The buyer's lawyer, who receives the buyer's funds into a trust account and confirms all closing conditions before authorizing release.
- The seller's lawyer, who receives the incoming funds into their own trust account and disburses them according to the seller's instructions and any payout obligations.
- The buyer, whose funds (personal, corporate, and/or loan proceeds) need to arrive in trust before closing can proceed.
- Any existing lender or secured creditor of the seller, who may need to be paid out directly from proceeds before the seller receives anything, so registered security interests against the business's assets can be discharged.
- A vendor take-back (VTB) lender, if part of the price is financed by the seller rather than paid in cash — in which case a portion of the "purchase price" never moves as cash at all, and instead becomes a registered security interest for the seller to collect over time.
The Typical Sequence on Closing Day
- Final documents are exchanged in escrow. Signed closing documents — the purchase agreement, bill of sale or share transfer, disclosure schedules, certificates, and any statutory declarations — are typically released between lawyers on the understanding that they only become effective once funds flow.
- Buyer's funds land in the buyer's lawyer's trust account. This usually needs to happen before closing, since wire transfers take time to clear and lawyers won't release documents against funds that haven't actually arrived.
- The buyer's lawyer confirms all closing conditions are met. This includes reviewing final searches (corporate status, PPSA, and others relevant to the deal), confirming required consents were obtained, and checking that the closing deliverables match what the purchase agreement requires.
- The buyer's lawyer wires funds to the seller's lawyer's trust account, usually alongside a "closing letter" or set of undertakings describing what the funds are for and what conditions attach to their release.
- The seller's lawyer confirms receipt and satisfies any payout obligations first — for example, discharging an existing loan or line of credit secured against the business's assets, so the buyer receives clean title to what it's purchasing.
- Remaining funds are released to the seller, net of any amount being held back in escrow for post-closing indemnity claims or a working capital adjustment.
- Registrations and filings are completed or queued — PPSA discharges, new PPSA registrations (for a VTB lender's security, if any), and any corporate filings needed to reflect the change in ownership.
- Both lawyers confirm closing is complete, and the documents exchanged in escrow at step one become final and effective.
Why Funds Move Through Trust Accounts, Not Directly
Lawyers' trust accounts exist precisely so that money and documents change hands at the same moment, under conditions both sides agreed to in advance. If a buyer wired funds directly to a seller before confirming that all closing conditions were satisfied, the buyer would have no practical way to unwind that payment if something turned out to be wrong. Routing funds through trust accounts, subject to written closing conditions and undertakings between the lawyers, protects both sides from exactly that risk.
Common Complications That Can Slow the Sequence
- A financing condition that hasn't cleared. If the buyer's own lender hasn't released funds yet, nothing else in the sequence can start.
- An unresolved payout figure. If the exact amount needed to discharge the seller's existing debt isn't confirmed in time, the seller's lawyer may not know how much is available to release once that's paid.
- A last-minute change to the holdback or escrow amount. If the parties are still negotiating how much to withhold against post-closing claims, funds can't be finalized until that number is settled.
- Missing or incomplete signed documents. Funds typically aren't released until the full set of closing deliverables is confirmed as complete and correct.
- Time zone or banking cut-off issues. Wire transfers between financial institutions have daily cut-off times; a wire initiated late in the day may not actually clear until the next business day, which can push a planned closing date.
Frequently asked questions
Does the seller get paid the full purchase price on closing day?
Often not the entire amount. It's common for a portion to be withheld in escrow against post-closing indemnity claims, or subject to a working capital adjustment calculated after closing. What actually reaches the seller on closing day is the price minus any such holdback, and minus any amount used to pay out existing secured debt.
What happens if the buyer's financing doesn't come through on the scheduled closing date?
This depends on the purchase agreement's financing condition and what deadline or extension mechanism it includes. Closing generally cannot proceed until the buyer's funds actually arrive in trust, so a financing delay usually means a delayed closing rather than a closing with an IOU.
Why do both lawyers exchange documents "in escrow" instead of just finalizing everything at once?
Exchanging documents in escrow, conditional on funds actually clearing, lets both sides prepare everything in advance while still protecting against the risk that funds don't arrive as expected. It's a standard mechanism for coordinating two things — money and paperwork — that can't literally happen in the same instant.
Who pays out the seller's existing bank loan or line of credit at closing?
This is typically handled directly by the seller's lawyer out of the sale proceeds, before any remaining funds are released to the seller personally or to the corporation. This ensures the buyer isn't left dealing with the seller's prior lender's registered security interest after taking over the business.
This is a business purchase or sale question
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