A closing checklist is not a formality. Each item on it is a specific legal or financial fact that has to be true before money moves — here is what actually belongs on it.
Key takeaways
STEP 01 OF 11
Before building the checklist itself, confirm whether the deal is a share purchase or an asset purchase — the two paths diverge on nearly every item below, from corporate approvals to security searches to which tax elections apply. See choosing between a share deal and an asset deal if this has not already been settled by the time the checklist is being built.
STEP 02 OF 11
A sale of “all or substantially all the property of a corporation other than in the ordinary course of business” requires shareholder approval under CBCA s.189(3), with the notice of meeting required to state the shareholders' dissent right — every share carries a vote on this resolution regardless of its ordinary voting status. A share purchase, by contrast, does not generally require the target's own shareholder approval at all; it requires the selling shareholders' consent to sell, which is a different thing procedurally. Confirm which approval is actually needed before assuming a board resolution alone is sufficient.
STEP 03 OF 11
Where s.189(3) approval is needed, a dissenting shareholder has real statutory rights and real deadlines under CBCA s.190: the corporation must give notice of the resolution's adoption within ten days, the dissenting shareholder then has twenty days to demand payment, and the corporation must make its offer within seven days of the later of the transaction's effective date and receipt of that demand. A closing checklist that ignores this timeline risks closing before a dissent right has actually expired or been resolved.
STEP 04 OF 11
A pre-closing search under the applicable province's personal property security legislation belongs on the checklist regardless of structure — on an asset purchase to confirm the specific assets being bought carry no existing security, and on a share purchase to confirm the target corporation's own balance sheet is not carrying registered security a new owner would inherit unexpectedly. BC's own Personal Property Security Act sets out the registration and priority framework at RSBC 1996, c. 359; every province runs an equivalent registry. Order the search early enough that a surprise registration has time to be resolved — a discharge negotiated at the last minute is a real risk to the closing date.
STEP 05 OF 11
Where the sale is being treated as a going-concern business transfer, the joint GST/HST election under ETA s.167 has its own hard deadline — the recipient, if a registrant, must file it “not later than the day on or before which the return ... is required to be filed for the recipient's first reporting period in which tax would ... have become payable.” The election is also unavailable outright where the seller is a registrant and the buyer is not, which makes the buyer's GST/HST registration status a genuine closing condition, not paperwork to sort out afterward.
STEP 06 OF 11
Where the purchase price includes an escrow or holdback — whether for a working capital true-up, indemnity protection, or a non-resident withholding requirement — the funds actually need to move to the escrow agent at closing, and the release mechanics need to be settled in the agreement, not left as a placeholder. See escrow and holdbacks in a sale for how much typically stays behind and who holds it.
STEP 07 OF 11
The core document set — the definitive purchase agreement itself, the disclosure schedule, officers' and directors' certificates, resignations and releases where applicable, and any ancillary agreements such as a non-competition covenant or a transition-services arrangement — should be in final, executable form before the closing meeting, not drafted during it. See the business purchase agreement for what the agreement itself is expected to cover.
STEP 08 OF 11
Where employees transfer with the business, continuity of employment is not automatic everywhere in Canada — Ontario's continuity provisions apply only where the employee “continues to work in the business for the new owner,” while British Columbia's Employment Standards Act deems continuity automatically on a disposition under s.97, even through a receivership. Confirm which regime applies to the target's workforce and have any required employment notices or offers ready before closing, not as a post-closing loose end.
STEP 09 OF 11
Most purchase agreements make closing conditional on specific facts — no material adverse change since signing, financing actually in place, key third-party consents obtained, regulatory or licensing approvals received where the target's business requires them. Each one needs to be either genuinely true on closing day or expressly waived in writing by the party it protects; an unaddressed condition left silent is not the same as a waived one, and can leave the whole closing exposed to challenge later.
STEP 10 OF 11
A funds-flow memo sets out, line by line, exactly how much moves where — to the seller, into escrow, to discharge existing secured lenders, to pay closing costs and adjustments — and in what order. Building it in advance, and having every party's banking details confirmed ahead of time, is what prevents a closing from stalling on a wire that cannot be sent because a detail was missing.
STEP 11 OF 11
A real closing checklist extends past the day funds move: PPSA registrations against the new owner's own security need to be filed, corporate records and the minute book updated to reflect the transaction, any required government or licensing-body notifications sent, and the discharge of any security the buyer's own PPSA search found needs to be confirmed as actually registered, not just promised. See settling the working capital adjustment after closing for the specific post-closing process that follows on price.
Assuming a share purchase needs the same shareholder-vote process as an asset purchase. CBCA s.189(3) approval applies to a sale of substantially all the corporation's assets outside the ordinary course of business — a share sale is a different transaction procedurally, requiring the selling shareholders' consent rather than the target's own corporate approval.
Running the PPSA search the week of closing. A registration that needs to be discharged takes time to resolve. Order the search early enough that it cannot threaten the closing date.
Assuming the GST/HST election happens automatically because both parties intend a business transfer. The s.167 election is a joint election in prescribed form with its own filing deadline — and it is unavailable at all where the seller is a registrant and the buyer is not.
Treating post-closing filings as optional once funds have moved. An unregistered security interest or an un-updated minute book is a real gap a future lender, buyer or auditor will eventually find. Close the checklist, not just the deal.
Leaving a closing condition silently unaddressed instead of formally waiving it. A condition that was never satisfied and never expressly waived can leave the closing open to challenge later, even where both sides clearly intended to proceed.
To illustrate the mechanics only — the figures are a drafting choice for this example, not a benchmark.
Scenario A. A $2,500,000 deal structured as an asset purchase: the checklist requires a board resolution (no shareholder vote, since the seller's board determines this is within the ordinary course of a planned wind-down), a PPSA search against the specific purchased equipment and receivables, a GST/HST s.167 election filed on time because both parties are registrants, and PPSA registration of the buyer's own new security in favour of its lender once funds move.
Scenario B. The same $2,500,000 deal instead structured as a share purchase: the checklist now requires shareholder approval only if the target itself is separately disposing of substantially all its assets (it is not, here — only its shares are changing hands, so s.189(3) does not apply), a broader PPSA search against the target corporation's whole balance sheet rather than specific assets, no GST/HST election at all (shares are not a taxable supply), and a share pledge in favour of the buyer's lender rather than an asset-specific registration.
Same price, same closing date. Nearly every item on the checklist changed with the structure — which is why step one of this guide is to settle the structure before the checklist is built, not while it is being worked through.
Deal structure sets the baseline; a few other factors reshape it further.
Build the base checklist from the deal structure, then layer in whichever of these applies to the specific transaction.
Only where a corporation is selling substantially all its assets outside the ordinary course of business, under CBCA s.189(3). A share sale is approved by the selling shareholders themselves, not by a separate corporate vote of the target.
By the buyer's filing deadline for the first reporting period in which tax would otherwise have become payable on the transaction — not automatically at closing, and not available at all if the seller is a registrant and the buyer is not.
It needs to be discharged, or the closing needs to accommodate it — through a holdback, an indemnity, or a delayed closing. This is exactly why the search belongs early in the checklist, not the week of closing.
A short call can catch a gap while there is still time to fix it.
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