Closing

What Is Closing?

Closing — also called completion or settlement — is the point at which an M&A transaction becomes legally effective. At closing, the seller transfers ownership of the target business (whether through share transfer, asset conveyance, or statutory merger), the buyer pays the agreed consideration, and all ancillary documents are executed and delivered. It marks the transition from negotiation and documentation to actual ownership transfer.

In most private M&A transactions, closing occurs as a discrete event — often called the “closing meeting” — at which the parties (or their counsel) simultaneously exchange signatures, funds, and deliverables. In public company transactions, closing typically follows shareholder approval and regulatory clearances, with the mechanics handled through transfer agents and paying agents.

The period between signing the SPA and closing is called the “interim period” or “pre-closing period.” According to Willis Towers Watson’s M&A research, the average time between signing and closing for large transactions ranges from 2 to 6 months, depending on the complexity of regulatory approvals required.

Signing vs Closing

M&A transactions can be structured as simultaneous sign-and-close or split sign-and-close:

Simultaneous Signing and Closing

The definitive agreement is signed and closing occurs at the same time. Common in:

• Smaller private transactions
• Deals without material regulatory conditions
• Transactions where financing is already in place

Split Signing and Closing

The agreement is signed first, with closing occurring at a later date after closing conditions are satisfied. Required when:

• Antitrust or regulatory approval is needed
• Shareholder approval must be obtained
• Third-party consents are outstanding
• Financing commitments need to be drawn down

Feature	Simultaneous	Split
Timeline	Same day	Weeks to months
Interim risk	None	Seller bears business risk
Price mechanism	Typically locked box	Often completion accounts
Conditionality	Minimal	Material conditions precedent
MAC clause	Not needed	Critical protection for buyer

What Happens at Closing

Buyer Deliverables

• Payment of the purchase price (wire transfer, less any escrow or holdback amounts)
• Executed ancillary agreements
• Officer certificates confirming satisfaction of conditions
• Evidence of corporate approvals

Seller Deliverables

• Share transfer instruments or asset conveyance documents
• Resignations of directors and officers (if agreed)
• Corporate books and records
• Third-party consents obtained
• Officer certificates confirming reps and warranties accuracy
• Transition services agreement (if applicable)

Working Capital Adjustment

In transactions using completion accounts, the working capital peg is measured at closing. The purchase price is adjusted post-closing based on actual working capital delivered versus the agreed target — a process that often takes 60-90 days after closing to finalise.

APAC Context

Closing mechanics vary across Asia Pacific jurisdictions. Australian acquisitions via scheme of arrangement close through court approval and a “second court date,” after which the scheme becomes effective and shares transfer automatically. In Japan, share transfer closings require registration changes with the Legal Affairs Bureau, which can add procedural time. Singapore and Hong Kong transactions generally follow common-law closing mechanics similar to UK practice. Cross-border deals often involve simultaneous closings across multiple jurisdictions, requiring careful coordination of execution mechanics, time zones, and local counsel — an area where platforms like Amafi can help streamline the process.

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Managing complex closings across Asia Pacific? Amafi helps coordinate cross-border M&A transactions. Learn more.