A 4-step guide to preparing for Completion of a Share or Asset Sale

For the purpose of this article, we have assumed that any conditions precedent have been satisfied in a split sign/close deal. For post-completion steps to consider, please see our article Post-completion of a share sale: How to dot the Is and cross the Ts.

1. Funds
It is important for funds to be in place a few days before completion to allow for any issues with the banking system. Ideally, the buyer would transfer funds to the seller’s solicitor’s account a few days prior to completion. Typically, the funds are transferred under a solicitor’s undertaking immediately before completion.

2. Confirm signing process
The signing process can vary depending on the parties involved and their preferences. Traditional methods involve ‘wet ink’ (physical signatures on hard copy documents), often requiring multiple rounds of printing, signing, and scanning. However, most transactions now involve using electronic signature platforms like DocuSign so parties can sign documents from anywhere at any time. It is essential to coordinate with all stakeholders to determine the preferred signing method and provide guidance on using the chosen platform if necessary.

Things can also go wrong when signing electronically, find out more in our article DocuSign: Making signing contracts easier and (sometimes) more complex on common issues and how to overcome them.

3. Signatories in place
All signatories should be in place, have internet access (if signing electronically) and remain accessible until all the contracts are signed. This includes individuals or representatives from both the buyer and seller sides who have the authority to sign off on the transaction documents. Identifying and confirming these signatories early in the process helps avoid last-minute delays and complications.

If any signatures are to be attested by a witness, it is important that the specific rules for witnessing are followed. Details about this can be accessed in our article Witnessing a deed: You’ve got to see it to believe it.

4. Completion deliverables
The acquisition agreement will set out the documents and information to be exchanged between the buyer and seller. This usually includes the items below, ensure each of these is ticked off a checklist prior to completion:

• Signed acquisition agreement, e.g. the share purchase agreement or asset purchase agreement.
• Transfer documents (e.g. stock transfer forms in a share acquisition context or documents transferring ownership of specific assets in asset acquisitions).
• Director resignation/appointment letters (if applicable), being appointment/resignation letters from directors, officers, or key personnel transferring with the business.

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Unexpected issues can arise at completion, such as funds ‘disappearing’ while a bank carries out money-laundering checks on a transfer (from client to lawyer) or signatories not signing in the presence of a witness, and those documents have to be re-executed. Effective preparation, therefore, is essential to minimise the risk of delays and complications and sets the stage for a successful transition and integration post-completion.

Contact our Corporate & Commercial team if you would like advice and assistance with navigating a share or asset sale/acquisition.