M&A completion guide for junior solicitors

Answer

In M&A transactions, junior solicitors play a key role in ensuring that completion runs smoothly. Completion day can be fast paced and detail heavy, so having a clear, practical checklist is essential to avoid last-minute issues.

Pre-completion (one to two days before completion)

1. Execution of documents

Before completion, confirm that all transaction documents have been properly executed. If using a secure e-signing platform, consider the practical implications of this. This involves more than just checking signatures:

• Ensure all required documents have been signed by the correct parties.
• Check that signatories have authority (eg, directors and authorised signatories).
• Verify that any required formalities have been followed (eg, where a document is executed as a deed, check that the witness requirements have been met, including where an e-signing service is used).

Keeping a signing checklist or documents list can be particularly helpful for keeping track of the status of documents.

2. Pre-completion searches

Searches should be carried out as close to completion as possible (usually one to two business days before) to confirm that no insolvency events have occurred.

Typical searches include:

• Central Registry of Winding Up Petitions;
• The London Gazette (for insolvency notices); and
• Bankruptcy searches against individual parties (if applicable).

If acting for the buyer, ensure searches are also carried out against relevant group companies. Any adverse results should be escalated immediately.

3. Corporate approvals

Where either party is a corporate entity, completion is usually conditional on internal approvals. It’s therefore necessary to confirm that the relevant corporate entity has duly passed board resolutions (and, where required, shareholder resolutions) approving all aspects of the transaction, including entry into key documents and the authority of individuals to sign on its behalf.

4. Conditions precedent

Many transactions are subject to conditions precedent that must be satisfied (or, where appropriate, waived) before completion can take place. These conditions will vary depending on the nature of the transaction but commonly include:

• regulatory consents or notifications (eg, in financial services, healthcare or social housing sectors);
• third-party consents (eg, from lenders or key contractual counterparties);
• internal approvals (where not already addressed); and
• completion of pre-agreed restructuring steps or actions.

It’s important to identify any conditions precedent at an early stage and maintain a clear conditions checklist tracking their status. Each condition should be reviewed to confirm whether it’s been satisfied, remains outstanding or is capable of being waived. Completion shouldn’t proceed unless all conditions precedent have been satisfied in full or validly waived in accordance with the transaction documents.

On the day of completion

1. Undertakings

If acting for the buyer, an undertaking may be requested to confirm that the buyer’s solicitor is in funds and will transfer the completion monies immediately following completion. Undertakings may also be relied upon where certain documents (eg, security releases) will be delivered shortly after completion.

Any undertaking given should be clearly worded, authorised internally where required and capable of being complied with within the stated time limits.

2. Completion mechanics

Each side will circulate its client’s signed documents to be held to its order pending completion. Once all steps have been completed and both sides are satisfied that the documents have been properly executed, the parties should expressly agree to complete the transaction (this is usually done via a completion call or email exchange), it’s this confirmation that marks the legal point of completion, and the documents can now be dated.

3. Funds

Once completion has taken place, if funds are passing through the buyer’s solicitor’s client account, these should be released to the seller (or the seller’s solicitor). Funds should be transferred only once it’s been confirmed that all completion conditions have been met (or will be met simultaneously with completion).

4. Completion deliverables

The purchase agreement will set out the items to be delivered at completion.

These commonly include:

• the company’s statutory books (eg, registers of members, directors and other corporate records);
• any relevant passwords or logins;
• share certificates (if applicable); and
• resignation letters of outgoing directors (if relevant).

Each item should be checked off against the completion checklist as it’s received.

Immediately after completion (one to two days after)

1. Pay stamp duty

Following completion, it’s necessary to consider whether stamp duty is payable on any share transfer.

Under the Companies Act 2006, a company can’t register a transfer of shares unless a proper instrument of transfer has been delivered. In most cases, this will be a stock transfer form (STF) that’s been stamped by HMRC (where required).

Where stamp duty is payable:

• it must be paid within 30 days of completion;
• it’s charged at 0.5% of the consideration (rounded up to the nearest £5); and
• payment is made to HMRC (typically by Bankers’ Automated Clearing System) and sufficient time should be allowed for processing.

Once payment has been made:

• confirmation should be sent to HMRC, including payment details and a copy of the STF; and
• HMRC will stamp the STF and confirm that the shares can be registered.

It’s important not to leave payment until close to the deadline, as late payment may result in penalties.

Where stamp duty isn’t payable:

• certificate 1 applies where consideration is £1,000 or less (and not part of a larger transaction); in such cases, the STF must still be submitted to HMRC for stamping; and
• certificate 2 applies where the transfer is exempt (eg, gifts, transfers on death and trustee transfers); in these cases, HMRC stamping isn’t required.

In addition, certain reliefs may apply (eg, intra-group relief, reconstruction relief, acquisition relief or transfers to charities). Where relief is claimed, HMRC must still be notified in accordance with the applicable procedure.

A clear record of deadlines should be maintained and any uncertainty should be raised promptly, as incorrect treatment may expose the client to penalties.

2. Completion bible

A completion bible is a compiled bundle of all executed transaction documents, typically prepared by the buyer’s solicitors.

This involves:

• collating final signed versions of all documents;
• ensuring documents are complete, correctly dated and in final form; and
• cross-checking against the agreed completion checklist or document list.

The completion bible is then circulated to all parties for record-keeping, maintaining a clear and well-organised bundle is important for future reference.

3. Filings at Companies House

Following completion, various filings may be required at Companies House.

These may include:

• changes to directors or secretaries;
• updates to the company’s registered office;
• changes to the persons with significant control (PSC) register; and
• changes to the accounting reference date.

Most filings must be made within 14 days of completion.

Where a charge is created or amended, Form MR01 must be filed within 21 days. Failure to meet this deadline may affect the validity or priority of the security.

Deadlines should be diarised and responsibility for filings clearly allocated.

4. Update statutory books

Internal company registers should be updated accordingly. From 18 November 2025, certain registers (eg, directors and PSCs) are maintained centrally at Companies House. However, companies must still maintain a register of members at their registered office or a single alternative inspection location.

Where stamp duty is payable, the register of members shouldn’t be updated until the STF has been stamped by HMRC.

Further down the line (one week to six months)

1. Update register of members

Once the STF has been stamped (if required), the register of members should be updated to reflect the new share ownership.

It’s important to note that legal title to the shares passes only when the transferee is entered in the register of members. This step is therefore critical and shouldn’t be overlooked.

2. Issue share certificates

Following the update to the register of members, share certificates should be issued to the shareholders and any existing share certificates cancelled.

3. Price adjustments

Where the purchase agreement includes a price adjustment mechanism (most commonly based on completion accounts or working capital), this process must be actively managed following completion.

Typically, this involves:

• preparing completion accounts as at the completion date (often by the buyer, sometimes with input from the seller);
• comparing actual financial metrics (eg, cash, debt and working capital) against the agreed target figures set out in the purchase agreement; and
• calculating any resulting upward or downward adjustment to the purchase price.

The process is usually governed by a detailed timetable in the purchase agreement, including a deadline for the buyer to deliver draft completion accounts, a review period for the seller to raise objections and a mechanism for resolving disputes (often involving an independent accountant).

In practice, it’s important to diarise all relevant deadlines and coordinate with the client’s finance team or accountants to ensure all documentation is prepared on time.

While the substantive work is often led by accountants, legal input is required to ensure compliance with the contractual process and to assist if disputes arise.

4. Deferred consideration

Where part of the consideration is deferred (eg, under an earn-out or instalment arrangement), ongoing monitoring and administration will be required.

The specific obligations will depend on the structure set out in the purchase agreement, but commonly include calculating deferred payments by reference to future performance (eg, revenue, EBITDA (ie, earnings before interest, taxes, depreciation and amortisation), or other financial targets), monitoring trigger events or milestone dates for payment and ensuring payments are made within the agreed timeframes.

In the case of earn-outs, additional complexities often arise, such as restrictions on how the buyer can operate the business during the earn-out period, information and reporting obligations owed to the seller during the earn-out period and detailed provisions governing how performance is measured.

From a practical perspective, it’s important to:

• clearly diarise all relevant dates (eg, accounting periods, reporting deadlines and payment dates);
• ensure the client understands any ongoing obligations or restrictions;
• keep records of calculations and communications with the other party; and
• be aware of dispute resolution mechanisms, which are commonly engaged in earn-out arrangements.

Deferred consideration provisions can give rise to disputes if not carefully managed, so early organisation and clear communication with the client are key.

Final thoughts

For junior solicitors, becoming familiar with the steps involved in the completion process is an important part of developing a solid understanding of the share purchase and sale process. Working through these stages in practice helps to:

• build an understanding of how transactions are structured and executed;
• provide context when reviewing or drafting transaction documents; and
• enable earlier identification of missing documents, inconsistencies or potential issues.

As experience develops, this knowledge becomes particularly valuable when assisting with drafting, as it helps to explain why certain provisions are included and how they operate in practice.

Good organisation is key throughout the process. Preparing thoroughly ahead of completion, maintaining clear and accurate checklists, and carefully tracking documents and outstanding actions will significantly reduce the risk of errors and make the post-completion process more efficient.

While many of the steps involved may appear administrative or repetitive, they’re critical to ensuring that the transaction is legally effective and that the client avoids unnecessary risk, delay or potential financial penalties.

Chantelle Adadevoh is an associate in Devonshires’ banking, governance and corporate team and Madeline Dutton is a trainee solicitor at Devonshires. Madeline is currently sitting in the banking, governance and corporate team.