What has to be done before closing day?

Financing: what must the lender see before it funds?

• Signed commitment letter, with every condition marked done.
• Your injection: at least 10% of total project costs (price + working capital + fees + closing costs), in your account about 30 days or documented as to source.
• Independent business valuation complete. Total debt cannot exceed appraised value.
• Quality of earnings report complete, if the price is $3M or more on an Initial Acquisition or Business Expansion.
• Seller note standby agreement signed, if the note counts toward your injection. Full standby means no principal or interest for the life of the SBA loan.
• Investor documents signed, if passive investors under 20% count toward the injection. They generally receive only tax distributions until the SBA loan is repaid.
• Personal guarantees from every 20%+ owner, and from any trust owner and its trustor.
• Proof of eligibility: since March 1, 2026, ownership by U.S. citizens or U.S. nationals with a U.S. principal residence.
• Insurance certificates naming the lender as required in the commitment letter.

Legal documents: what has to be final?

• Purchase agreement with all disclosure schedules attached.
• Bill of sale and assignment of contracts, or stock or membership-interest transfer documents in a stock deal.
• Lease assignment or new lease, with the landlord's consent and an estoppel certificate.
• Seller's non-compete and non-solicitation agreement.
• Seller's consulting or employment agreement. As of October 2026, SBA rules allow up to 24 months in total after closing.
• Seller note and any security agreement.
• Purchase price allocation schedule agreed, for Form 8594.
• Lien and litigation searches clear, with payoff letters for the seller's debts.
• Third-party consents: key customer contracts, franchisor approval, license transfers.

Entity, accounts, licenses and insurance

• Buying entity formed and in good standing, with an EIN and an operating agreement. If you plan to own several businesses, the holding company is formed too.
• Operating bank account open, and the lender's required accounts set up.
• Merchant processing account ready, so card payments don't stop on day one.
• Business licenses, permits and sales-tax registration in your entity's name.
• General liability, property, workers' compensation, auto and any professional coverage bound from closing day.
• Payroll provider set up. Know the date of your first payroll and the cash it needs.
• Logins handed over: website, domain, email, phone system, software, supplier portals.

People and operations: what must be planned before day one?

• Announcement plan for employees, agreed with the seller: who tells whom, when and with what words.
• Offer letters ready if you are hiring the seller's staff into your new entity in an asset deal.
• Key-employee conversations scheduled for the first days.
• Letter to customers and suppliers, ideally signed by both you and the seller.
• Utilities and vendor accounts moved to your entity.
• Inventory count scheduled for the day before or the day of closing.
• Cutoff rules agreed: who collects receivables, who pays which bills, and how customer deposits are credited.

Worked example: a closing statement for a $1.5M purchase

Illustrative figures, using SBA rules as of October 2026.

• Uses: price $1,500,000 + working capital $100,000 + fees and closing costs $50,000 = $1,650,000 total project costs.
• Minimum injection: 10% × $1,650,000 = $165,000.
• Limited-source cap: half of $165,000 = $82,500.
• Sources: your cash $100,000 + full-standby seller note $65,000 = $165,000. The note is under the $82,500 cap.
• SBA loan: $1,650,000 − $165,000 = $1,485,000.
• Seller's cash at closing: $1,500,000 − $65,000 note = $1,435,000, before paying off its own debts and broker.
• Seller's cash share: $1,435,000 ÷ $1,500,000 = about 96%.
• Then adjust for the inventory count, prorated rent and utilities, and customer deposits.

The cash share here is above the 83% to 92% that IBBA reported sellers received at close in Q2 2026. A higher cash share is easier for a seller to accept.

If you plan to buy more businesses

Treat closing as the start of your records, not the end of the deal. Keep a complete closing binder: every signed document, the funds flow, the lender's commitment letter and the purchase price allocation. Set up the accounting system before day one, with a chart of accounts you could use for a second business. The next lender, investor or auditor will ask for exactly these files.

Where these numbers come from: Injection, seasoning, valuation, QoE, standby, guarantee, eligibility and seller-consulting rules are from SBA SOP 50 10 8.1, summarized by Beancount's SOP 50 10 8.1 guide, Starfield & Smith and Cantrell Firm. Seller cash at close is from the IBBA Market Pulse Q2 2026 highlights. Confirm the lender's closing conditions in your commitment letter. SOP 50 10 8.1 applies to loans numbered on or after October 1, 2026; lender practice under it is still settling and these are secondary summaries, so confirm current terms with your SBA lender.

Related questions

What happens on closing day itself?

Signatures are often collected in advance and released when the lender funds. The seller is paid, keys and passwords change hands, and the announcement plan starts. Many closings happen without anyone in the same room.

Should employees know before closing?

Usually key employees are told just before or at closing, with the seller's agreement. Telling everyone early risks departures if the deal slips. Plan it with the seller.

What if an item isn't done by the closing date?

Some items can be listed as post-closing obligations in the purchase agreement. Lender conditions and critical consents, such as the lease, usually cannot. Move the date rather than close without them.

What comes next

Once the money moves, the work changes from buying to running: what should you do in the first 90 days after buying a business?

Related articles

• How long does an SBA acquisition loan take to close?
• How long does it take to buy a business?
• What is on a due diligence checklist for buying a small business?
• Can a seller note count toward the SBA 10% down payment?
• How do you build a holding company for acquisitions?

Meraki Dealmakers is a service of Meraki Partners, LLC, an advisory firm. It is not a broker-dealer, investment adviser, business broker, law firm or accounting firm. This article is general information, not legal, tax or investment advice.