Insights
Author: Odyssey Trust Company in Partnership with Carta
Date: August 24, 2026
Deal-Closing Checklist for Deal Teams
What happens between signing and final payment — and what to have in place at each stage.
Shareholder payouts move fastest when nothing about the process is being figured out for the first time after signing. This checklist walks through what a deal team should have ready at each stage, from the weeks before signing through final reconciliation.
stage one: before signing
- Paying agent selected and engaged — not something to search for after signing
- Purchase agreement addresses payment mechanics directly: escrow structure, timing of distributions, and how non-responsive or dissenting shareholders are handled
- Shareholder register reconciled and current — SAFE conversions, secondary sales, and departed-employee grants accounted for
- Shareholder count and complexity known: how many holders, how many entities versus individuals, how many subject to additional verification as international holders
stage two: deal initiated
- Shareholder data migrated to the paying agent — automatic if the paying agent connects directly to your cap table platform
- Paying agent portal live and accessible to shareholders
- Deal team has access to a real-time status dashboard, not a manual tracking spreadsheet
stage three: shareholder onboarding & verification
- Shareholders notified and directed to the portal
- Digital identity verification (KYC) underway for each shareholder
- Automated reminders active for shareholders with outstanding steps
- Deal team reviewing the dashboard for outstanding shareholders, rather than chasing status manually
stage four: payment distribution
- Verification complete for each shareholder before their payment is released
- Payments distributed through a secure, SOC2-compliant platform
- Escrow or holdback amounts set aside per the purchase agreement's terms
- Payment confirmation records retained for each shareholder
stage five: post-closing
- Final reconciliation report reviewed against the shareholder register
- Any unresolved or unresponsive shareholder cases logged, with a clear owner for follow-up
- Records retained for audit, tax, or future dispute purposes
For answers to the questions that come up most often about how the paying agent process actually works, see Paying Agent Services: Common Questions Answered.
This article is provided by Odyssey Trust Company for general informational purposes only and reflects the views of the author. It is not legal, tax, accounting, financial, or other professional advice, and should not be relied upon as such. Readers should consult their own qualified legal, tax, accounting, and financial advisors before acting on any information contained here. References to Carta and to the Odyssey and Carta integration describe the general capabilities of the parties’ offerings. They are not a warranty or guarantee of any particular result, and do not guarantee compliance with any legal, regulatory, exchange, or accounting requirement. Any statements regarding regulatory or market expectations are the author’s characterizations and are not attributable to Carta.