After months of negotiations, a business purchase can still be delayed days before completion. The obstacle may have little to do with the agreed price: a landlord has not consented, a lender has not finished its requirements, or a registration affecting the seller’s assets has not been addressed.

Most closing delays are easier to manage when the parties identify them early. These five issues deserve a place on the transaction checklist from the outset.

1. Third-party consents have not been obtained

A buyer may expect to take over a lease, customer contract, software licence or supplier arrangement. In an asset purchase, transferring those arrangements may require an assignment and the other party’s consent. In a share purchase, the corporation ordinarily remains the contracting party, but a change-of-control clause may still require notice or consent.

What to do early: Review material contracts, identify each required approval, assign responsibility for requesting it and allow time for the other party to respond. Do not assume consent is automatic or that every contract treats a sale the same way.

2. Corporate records do not match the proposed sale

The seller’s records may not clearly show who owns the shares, whether a past transfer was documented or who has authority to approve the transaction. Missing resolutions, incomplete securities registers or outdated filings can prompt questions from the buyer and its lender.

What to do early: Compare the minute book, registry information and ownership records with the transaction the parties intend to complete. Have discrepancies reviewed and corrected through an appropriate legal process. Avoid creating or backdating documents to make an incomplete history appear complete.

3. The buyer’s financing is not ready to fund

A financing proposal is not necessarily a commitment to advance funds on the closing date. The lender may still need signed loan and security documents, insurance evidence, guarantees, searches, financial information or confirmation that its other conditions have been met.

What to do early: Ask the lender for its complete closing requirements and timetable. Coordinate the financing and purchase closings, and track who must supply each item before funds can be released.

4. Registered security interests have not been addressed

Searches may reveal registrations affecting business assets. A registration might relate to debt that will be paid from the sale proceeds, or to financing the seller believes was repaid long ago. A search result needs investigation: it does not, on its own, establish the amount owing or confirm that an interest has been released.

What to do early: Identify the secured parties, confirm what obligations remain and agree on payout and release arrangements. The purchase agreement and closing documents should specify what evidence the buyer and its lender will receive and when.

5. Closing conditions remain outstanding

A purchase agreement may make closing conditional on financing, due diligence, required approvals, landlord consent or completion of specified pre-closing steps. A condition can cause delay if no one has tracked its deadline, the evidence needed to satisfy it or which party may waive it.

What to do early: Maintain a shared closing checklist showing each condition, the responsible party, the required document or action and the applicable deadline. Review unresolved items regularly rather than waiting for the scheduled closing day.

A related risk: commercial terms left until the last minute

Working-capital adjustments, inventory counts, transition assistance and the treatment of liabilities can also hold up a deal. A letter of intent can identify major points before extensive drafting begins, but the purchase agreement must still set out the parties’ final bargain.

Treat closing as a process, not a date

Buyers and sellers can reduce avoidable surprises by coordinating legal advisers, accountants, lenders and other transaction participants early. The goal is not to guarantee that nothing changes. It is to know what remains outstanding, who is dealing with it and whether the proposed closing date is realistic.

Evergreen Solicitors assists Calgary and Alberta businesses with acquisition due diligence, purchase agreements, corporate records and transaction closings. If you are buying or selling a business, contact the firm early to identify issues that may affect the closing timetable.

This article provides general information, not legal advice. Requirements and closing arrangements depend on the transaction and its documents.