• Finalize the purchase agreement: Ensure all negotiated terms from the LOI are accurately reflected in the definitive agreement.
• Satisfy closing conditions: Typical conditions include cleared title to assets, required consents, and resolved litigation. Buyers will confirm these before wiring funds.
• Tax and payment planning: Confirm whether the deal is structured as an asset sale or stock sale and review tax consequences with your CPA; structure affects net proceeds and reporting.

• Escrow arrangements: Funds are often held in escrow to cover indemnity claims or post‑closing adjustments. The escrow agreement should specify release triggers and timelines. Know the escrow amount and release schedule before signing.
• Final working capital adjustment: Expect a post‑closing reconciliation that can increase or decrease your final payout based on agreed working capital targets. Clear definitions in the purchase agreement reduce disputes.

• Transition plan: Prepare a detailed handover covering client introductions, candidate pipelines, vendor relationships, and system access. A written transition schedule reduces client churn and operational gaps.
• Employee communications and retention: Coordinate announcements with the buyer and plan retention incentives for key staff if agreed. Smooth people transitions protect revenue and client relationships.

• Public and client announcements: Agree on timing and messaging with the buyer to protect confidentiality and client confidence.
• Post‑closing covenants: Be clear on any consulting period, non‑compete terms, or earn‑out reporting requirements. These obligations can affect your post‑sale flexibility and income.
• Dispute resolution: Confirm mechanisms for resolving post‑closing disputes (arbitration, mediation, or courts) to avoid protracted litigation.

• Assemble a closing checklist with your broker, attorney, and CPA and assign owners for each item.
• Run a mock closing to surface last‑minute issues. Proactive checks shorten timelines and reduce stress.