M&A Closing Checklist and Signature Tracker
Three registers and five documents that carry every deliverable through signed, authorised, assembled, released and delivered, because a checklist stops at the first one.
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Closing Register
[Transaction] · closing [date]
Every row on a standard checklist reads Executed. These five columns are what Executed is actually made of, and they fail in a fixed order.
| Deliverable | Signed | Signer authorised | Counterparts assembled | Released | Delivered |
|---|---|---|---|---|---|
| [the main agreement] | Yes | Yes | 4 of 4 | Yes | Yes |
| [an ancillary agreement] | Yes | Yes | 3 of 4 | No | No |
| [an officer certificate] | Yes | Office vacated before closing | 1 of 1 | Yes | Yes |
| [a share certificate] | One officer signature | Yes | 1 of 1 | Yes | Emailed. Not a permitted method for this document |
Rows three and four both read Executed on any checklist on the market
The third is signed by somebody who stopped holding the office it certifies. The fourth is signed and released and still not delivered, because this category of document is carved out of the electronic delivery rules entirely. Neither is a drafting problem and neither shows up in a status column.
Every bracket fills from your own transaction. Nothing here ships with a deliverable already in it.
Every closing checklist on the market is the same matrix: item, responsible party, cross reference to the agreement section, status. The good ones pull the conditions out of the purchase agreement automatically and attach an owner to each. That work is done, it is done well, and it answers one question: does the document exist. A closing does not turn on whether the document exists. It turns on whether the document binds anybody, and those come apart in five places.
Delivery is the one that surprises people. Delaware treats an electronic transmission as delivered when it enters an information processing system the recipient has designated for receiving transmissions of that type. The same section adds that an acknowledgement from that system establishes receipt, and does not establish that what arrived is what was sent. Confirmed delivered is two facts. Then subsection (b) removes six live categories from the regime entirely, including a document that is part of the stock ledger and a certificate representing a security.
So the two documents that transfer the company are on the carve-out list. Federal law runs the same way: the electronic signature statute does not reach records governed by the Uniform Commercial Code outside Articles 2 and 2A. A share certificate has its own rule, since Delaware wants it signed by any two authorised officers rather than one. This pack sits after the data room work and after the records count, on the day itself.
What's in the pack
Closing Register
One row per deliverable carried through signed, signer authorised, counterparts assembled, released and delivered, with the agreement section that creates it.
Signature Authority Register
One row per signature block: the entity's exact legal name, the office, the document proving the signer holds it on the closing date, and how many signatures the document needs.
Release and Delivery Log
Who authorised each release, which version it attached to, the time it was given, and the method each document was actually delivered by.
Closing Checklist
The deliverable list itself, grouped by owner and cross referenced to the agreement, ready to circulate to the other side.
Signature Page Packet
One packet per signing party, with every page they touch in one place and the two-signature documents flagged before anybody chases a signer twice.
Escrow and Release Instruction
The sequence, with who authorises each step, the condition it waits on, and the version each release attaches to.
Closing Certificate
The officer's certificate, written so the office it speaks from is the office the signer holds on the day rather than the day it was drafted.
Signed Is Not Closed
The method doc: the five states, the delivery carve-outs, and why the order of the release sequence is a substantive term.
How to use it
- 1
Open in River, or take it blank
Open the pack in River and send the executed agreement, or download the Word documents and CSV sheets from the template library and fill them in.
- 2
Register every deliverable
One row per document the agreement requires, with its section, its owner, and all five state columns empty until a real document fills them.
- 3
Check the blocks first
Legal names, offices held on the closing date, signature counts and delivery methods, before a single page goes out for signature.
- 4
Run the sequence
Release against a named version, in the recorded order, logging who authorised what and when. Then close the record the same day.
Frequently asked questions
Is this template free?
Yes. The zip is Word documents and CSV sheets, no account and no card. Edit with AI is the other half: the agent pulls every deliverable out of the agreement, builds the signature blocks, and flags the ones that cannot be delivered by email. Other packs sit in the template library.
What format are the downloaded files?
Word (.docx) for the five documents and CSV (.csv) for the three registers, zipped together. Excel, Numbers and Google Sheets open the registers straight off the download, and the checklist, packet, instruction and certificate open in Word or Pages.
How is this different from a closing checklist?
A checklist has one status column and this has five. Signed, signer authorised, counterparts assembled, released and delivered fail separately, and a deliverable that is signed by the wrong officer or delivered in the wrong form reads as Executed on every checklist on the market.
Does it work for deals outside Delaware?
Yes. Delaware publishes the clearest text and most targets are incorporated there, so the mechanics are written to it. Every state has a signature standard, a delivery standard and a list of documents the electronic rules do not reach, and the registers hold whichever ones govern your deal.
Why track which version a release attached to?
Because three versions circulate on a closing morning and a release given against the final documents is an authority nobody can reconstruct. Recording the version takes two minutes on the day and answers the only question anybody asks about the closing years later.
Does it handle the funds flow?
It sequences against it. The release instruction records which steps wait on the wire and which the wire waits on, because several of them cannot be undone. The flow of funds itself stays where it lives, with the numbers the deal team owns.
What happens after closing?
The register becomes the record. Every row carries who signed, under what authority, released by whom against which version, and delivered how. That is the file a records review reads later, and building it afterwards from an email thread is the expensive way.
Close on documents that bind
Take the Word documents and CSV sheets blank, or open this exact pack in River and send it the executed agreement.
Edit with AI