Closing checklist generator

How to use the closing checklist generator

1. Choose the transaction type: asset purchase, stock purchase, merger, loan / credit facility, or equity financing. The labels for the parties change to match (for example Buyer and Seller, or Lender, Borrower and Guarantor).
2. Enter the party names. They go only into the checklist text.
3. Choose a simultaneous or a separate signing and closing, and enter the target closing date (and the signing date if they are separate).
4. Check the ancillary documents. Typical ones for the transaction type are ticked for you; untick any that don't apply and tick any that do.
5. Select Build closing checklist. Read the key dates and the three sections, then copy the checklist as Markdown or download it as a .md or .csv file to edit in your own spreadsheet or document.

Everything runs in your browser and needs only JavaScript; the checklist appears as soon as you select the button. It is for corporate and commercial deals; a real estate closing checklist is a separate tool we have not built yet.

What the closing checklist includes

The closing checklist generator uses fixed rules, not AI, so the same answers always give the same checklist. It is a transaction closing checklist built from your answers, not a static closing checklist template. Every checklist has the main agreement, approvals, a funds flow memorandum, signature pages held in escrow and a closing set to compile afterwards. Each row has a number, the document or step, the responsible party (by role, such as "Buyer's counsel"), the signatories (with the party names you entered), a status ("Not started" to begin with) and a note.

• Transaction type adds core items: the asset purchase agreement; the stock purchase agreement with stock powers and director and officer resignations; the merger agreement with stockholder approval, a certificate of merger and a paying agent; the credit agreement with notes, a security agreement, a guaranty (when you name a guarantor), a perfection certificate and insurance endorsements; or the financing stock purchase agreement with an amended and restated charter, investor agreements and a pro forma capitalization table.
• Each document you tick adds its own rows, and some add a post-closing follow-up: payoff letters add lien releases and UCC-3 terminations; an IP assignment adds recording with the U.S. Patent and Trademark Office and the U.S. Copyright Office; an escrow agreement adds escrow release dates.
• A separate signing and closing moves the main agreement to pre-closing, adds an interim-period item for closing conditions and covenants, and times the disclosure schedules and approvals from the signing date.
• Regulatory filings such as the Hart-Scott-Rodino (HSR) Act filing are flagged as "check thresholds". The tool states no thresholds or fees. If you tick them with a simultaneous signing and closing, it warns that a required waiting period usually means signing first.
• Warnings also appear when the closing date falls on a weekend, or when a deadline counted back from closing falls before the signing date.

Key dates are counted back from the closing date (or the signing date) in business days, Monday to Friday. Public holidays are not skipped. The lead times are typical practice for you to adjust, not rules:

Worked example: an asset purchase with separate signing and closing

Fictional example (the "Try an example" button): an asset purchase, Buyer Northwind Analytics, Inc., Seller Brightline Health LLC, signing on Friday, March 5, 2027 and closing on Friday, April 30, 2027. All ancillary documents are ticked except the legal opinion.

The closing checklist generator returns 28 items: 8 pre-closing, 13 at closing and 7 post-closing, with 16 key dates. Pre-closing starts with the asset purchase agreement (signed at signing), board or manager approvals, disclosure schedules, third-party consents, regulatory filings marked "check thresholds", lien searches on Brightline Health LLC, good standing certificates and the interim period. Closing covers the escrow agreement, bill of sale, assignment and assumption agreement, IP assignment, transition services agreement, employment agreements, officer's and secretary's certificates for both parties, payoff letters, the funds flow memorandum and signature pages. Post-closing lists lien releases and UCC-3 terminations, recording the IP assignment, notices to counterparties, escrow releases, transition services end dates, the purchase price adjustment and the closing set.

• Fri, Feb 26, 2027: circulate final draft disclosure schedules (5 business days before signing)
• Fri, Apr 2, 2027: send consent requests to counterparties (20 business days before closing)
• Fri, Apr 16, 2027: order UCC and lien searches, request payoff letters (10 business days before closing)
• Fri, Apr 23, 2027: order good standing certificates (5 business days before closing)
• Wed, Apr 28, 2027: receive final payoff letters, collect signature pages (2 business days before closing)

What the closing checklist generator does not do

• It does not read your purchase agreement or credit agreement. The checklist comes from your answers, so add the closing deliverables your agreement actually lists.
• It does not draft any closing document. It lists them.
• It does not cover real estate closings, and it is written for US deals between corporations or LLCs. Rules differ by state; check the law that governs the agreement and each party's governing documents.
• It does not say whether an HSR or other regulatory filing is required, and it states no filing thresholds, fees or waiting periods.
• It does not skip public holidays or check bank and filing office hours.
• It does not track the checklist over time or save it. Download it and keep it with your deal files.
• It is a starting point that a lawyer reviews, not legal advice. The rules have not been tested against a set of real closings.

When to use it

• Start the closing checklist for a small asset purchase: get the first draft in a minute, then add the deliverables from the agreement's closing section.
• Plan a deal with a gap between signing and closing: see which tasks run from the signing date and which deadlines fall before signing.
• Prepare a loan closing for a borrower: list the credit documents, perfection certificate, lien searches, UCC-1 filings and payoff letters with dates.
• Brief a new associate or paralegal on an equity financing: show the documents, who signs them and what happens after closing.

Next step: generate the closing documents

The checklist names the documents; someone still has to draft them. Gavel Workflows, Gavel's paid no-code document automation platform, turns your firm's own templates into a questionnaire, so one set of answers about the deal fills in the bill of sale, assignment and assumption agreement, officer's certificates and the rest of the closing set. Plans and prices are on Gavel pricing. The free closing checklist generator stays free.

Related tools

• Due diligence checklist generator: build the request list before the deal reaches closing.
• Contract amendment generator: draft an amendment to the agreement when terms change before closing.
• Contract summary generator: pull the dates, amounts and parties out of a contract you need to assign.
• All free Gavel tools