How to build and run a closing checklist
DraftStack, Inc. · Published October 16, 2026
A closing checklist is the list that runs the end of a deal. It names every document, every signatory, every condition and every person who owes something before the parties close. This guide explains what a good one contains and how to keep it useful when the deal gets busy.
What a closing checklist is for
The checklist answers three questions at any moment: what is still outstanding, who owes it, and what is it holding up. If it cannot answer those, it is a document inventory and not a checklist.
The columns that matter
- Item. The document or action, in the words of the agreement. “Officer’s certificate under Section 7.2(c)” is better than “certificate”.
- Source. The section of the agreement that requires it, so no one has to argue about whether it is needed.
- Responsible party. One name per item. Shared responsibility means no responsibility.
- Signatories. Who signs, in what capacity, and for which entity.
- Status. Not started, in draft, with the other side, agreed, signed, held in escrow, released. Pick a short set of statuses and use them consistently.
- Due date. Working backwards from the target closing date, not forwards from today.
- Notes. The one line that stops a phone call.
What to include
- The principal agreement and every ancillary agreement, schedule and exhibit.
- Closing certificates, good standing certificates, and secretary’s certificates with resolutions.
- Third-party consents and notices that the agreement makes a condition to closing.
- Payoff letters, lien releases and funds flow.
- Legal opinions, if the deal calls for them.
- Regulatory filings and approvals, with their dates.
Keeping it alive
- One owner. One person maintains the list. Everyone else sends updates to that person.
- One version. A list that exists in four inboxes is wrong in at least three.
- Review it on a fixed rhythm. Weekly early on, daily in the last week, and twice a day in the last 48 hours.
- Sort by what blocks closing. The items that hold up everything else go first, whatever order they appear in the agreement.
Running it in a shared workspace
A spreadsheet works until two people edit it at once. DraftStack keeps tasks, due dates and the signature tracker on the deal itself, so both sides see the same list and the person who owes the next move is named on each item. Reminders go out only when someone presses the button.
Your first deal is free, and the other side joins by link without an account.