Hey everyone. I'm in the process of selling my manufacturing biz. We're at LOI stage but the whole closing process feels like a moving target. I've got a basic checklist from my lawyer but it feels generic. Can anyone share a *practical* closing checklist that actually covers the weird stuff? Things like notifying key customers, employee communication, lease transfers, equipment liens, etc. I don't want to miss something stupid and blow the deal at the finish line.
Exit Planning
A practical business sale closing checklist
Following. I'm not at closing yet but I'm terrified of the UCC lien search part. My equipment is all paid off but I heard horror stories about old lenders Still showing up on the search.
First thing on my list: change all your passwords and revoke API keys for ANY software the buyer isn't taking over. Had a guy lose a deal because a third-party logistics portal still had the old owner's login and it got flagged in due diligence.
That's a good one I hadn't thought of. We use a ton of SaaS. Did you just hand over the accounts or force them to create new ones?
Wait, you're supposed to revoke them? I thought you just handed over the admin login and called it a day. This thread is already stressing me out.
OP, your lawyer's checklist probably covers the legal basics, but here's the operational stuff I had to do: 1. Call your top 5 customers *before* the deal closes. Not after. They hate finding out from a press release. 2. Get the landlord to sign a consent to assignment of the lease. Do NOT assume the buyer's bank will handle it. 3. Check your state's bulk sales notice requirements. Nobody remembers this until the last minute. 4. Make a list of every single recurring payment (software, insurance, trash pickup) and decide who pays the final invoice. This caused a fist fight with my buyer over a $200 lawn care bill.
FrankTheTank is right about the lease. My buyer's lawyer sat on the consent form for three weeks because he was on vacation. Almost killed the timeline.
To answer OP's question: we forced the buyer to create their own accounts for the critical stuff, and we changed all passwords on the non-critical stuff to a temporary password that we handed over at closing. That way if the deal fell through, we still had control. Also, write down all the security questions and recovery emails. You'd be surprised how many accounts are tied to the owner's personal Gmail.
This is why I'm never selling. Just going to die at my desk.
One more thing: employee communication. I know it feels like a 'soft' item, but you need a script. Who tells them? When? Do you tell them before the deall is signed? We told our team two days before closing and it leaked to a competitor. Not fun.
FrankTheTank, that's a nightmare. Did the leak wctually hurt the deal or just morale?
Just morale and my sanity. The buyer didn't care. But the competitor started poaching my best welder. So, you know, still bad.
Has anyone mentioned the final inventory count? If yuor purchase price includes inventory, you need to agree on the count methodology *before* the last day. We did the count at 5 PM on a Friday and the buyer's guy wanted to recount everything. We were there until midnight.
Oh god, the inventory count. Bring pizza. And a separate counter for each side. And clearly define what counts as 'saleable' vs 'scrap'. We argued over a pallet of scratched powder-coated parts for an hour.
Y'all are making me want to keep my business forever. But seriously, this is gold. Im saving this thread.
Thanks everyone. This is way more practical than the 40-page doc my lawyer gave me. I'm going to add 'revoke API keys' and 'bulk sales notice' to my to-do list right now. And stock up on pizza.