7 numbers you sign at closing, and what in your books backs each one

Short answer

The numbers you sign at closing are printed inside documents your attorney negotiates, but every one of them comes out of your books. Seven carry most of the risk: the asset schedule, assumed liabilities, customer deposits, prepaids you hand over, payoff amounts, the statements your closing certificate vouches for, and the funds flow. Each should agree with your ledger and with one outside document.

Closing week feels like a legal event. The attorneys trade drafts, the lender sends conditions, and the owner's job looks like signing where the tabs are. But the documents in that stack carry numbers, and the numbers are the one part of the stack nobody on the legal side can produce. They come from the general ledger, and the attorneys are relying on whoever keeps it.

The seven below are ordered by when each number has to be final, earliest first, from the schedules attached when the purchase agreement is signed to the funds flow approved on the morning of closing.

What a closing tie-out is

A closing tie-out is the reconciliation that proves a number printed in a closing document agrees with your general ledger and with a document from another party, as of the same date. It is smaller than a month-end close and more specific: one number, two sources, one date.

The date is where closing tie-outs usually fail. A payoff letter is good through a date. A vendor statement runs to a date. Your ledger is closed through a date. When those three dates differ, the numbers can all be right and still not agree, and the difference lands on whoever did not notice.

The Two-Source Rule

Every number you sign at closing should agree with two sources dated to the same cutoff: your general ledger, and a document produced by someone other than you. A number that agrees only with your ledger is your estimate. A number that agrees only with the other side's document is their estimate. Only a number that agrees with both is a fact.

The rule is useful because it tells you what to collect, not just what to check. For each item below, the second source is named. If you cannot get it, that is the item to raise with your attorney before closing week, not during it.

The 7 numbers, in the order they have to be final

1. The asset schedule attached to the bill of sale

The asset schedule in an asset sale lists what the buyer is receiving, and it should agree with your fixed asset register and with the second source of physical or title evidence: a walk-through against serial numbers, and state title records for vehicles and trailers. Registers in owner-run businesses carry assets that were sold, scrapped, or never owned. Equipment on a lease or a financing arrangement can appear as owned, and the lessor's filing will contradict it. Personal items sometimes live on the company register, and company assets sometimes live in the owner's name. Each of those produces a schedule that conveys something you do not have or omits something you do. The buyer's diligence version of this check is covered in tie-outs a buyer runs on your books. An asset schedule that has never been walked is a representation you are making on memory.

2. The accounts payable and accrued liabilities the buyer assumes, or does not

Whether the buyer takes on your payables and accruals, and whether they count inside working capital or come off the price separately, is decided by the purchase agreement's definitions, so ask which applies before you build the schedule. Once you know, the number should agree with your accounts payable aging and with vendor statements for your largest suppliers. The gap between the two is the accrual problem: bills for goods or services already received that have not arrived yet, such as utilities, subcontractor work, freight, and professional fees. An owner-run ledger on cash habits often carries none of those. Every unrecorded liability is either assumed by a buyer who later finds it or paid by you after closing from money you thought was yours. Ask your largest vendors for statements dated to the closing cutoff, not to the last month end.

3. Customer deposits and deferred revenue

Customer deposits and deferred revenue are cash you collected for work you have not done, and at closing the buyer inherits the obligation to do that work. How that obligation is treated, whether as part of working capital, as debt-like, or as a separate reduction, is set by the agreement, and how working capital gets decided covers why the definition matters. The number itself should agree with your ledger and with the second source: the contract, estimate, or invoice record for each customer who has paid ahead. Businesses that take deposits and record them as revenue on receipt carry no liability in the ledger at all, so the first version of this schedule is often built from the job file rather than the books. Build a deposit schedule by customer now, because at closing it is the list of work the buyer is being paid to finish.

4. Prepaid expenses and deposits you are handing over

Prepaid expenses and deposits are cash you have already spent on the buyer's future, such as a landlord security deposit, utility deposits, an annual insurance premium, or software paid a year ahead. Whether the buyer pays you for them, inside working capital or as a separate line, or whether they simply transfer, depends on the purchase agreement, so ask where each one sits. The ledger side is your prepaid schedule, amortized monthly. The second source is the landlord, utility, carrier, or vendor confirming the balance they hold. Owners who expense annual payments when paid carry no prepaid balance at all, which means there is nothing on the schedule to be paid for. A deposit you cannot evidence with the holder's confirmation is a deposit that transfers without anyone noticing.

5. The payoff amounts for every loan and lien

A payoff letter states what a lender will accept to release its loan as of a good-through date, and it should agree with your loan balance in the ledger plus interest accrued to that date, plus any fee or prepayment amount the loan documents allow. The two will not match to the dollar, and the reconciliation is the explanation of the difference. The second check is the lien record: every filing against the company in the state's records should map to a payoff letter or to a loan the buyer is assuming, and a filing with no matching loan means either a loan paid off without the filing being released or a liability that never reached the books. Building the schedule behind all this is covered in a debt schedule a buyer can verify. Request payoff letters with a good-through date past the scheduled closing, because closings slip.

6. The financial statements your closing certificate vouches for

A closing certificate brings your representations down to the closing date, and several of those representations are usually about your financial statements and about what has changed since them, so the finance job is knowing the answer before you sign. Which representations are brought down, and to what standard, is set by the purchase agreement. What the books can do is make sure the most recent month is closed and reviewed before closing day, because a representation that nothing material has changed since the last balance sheet is a statement about months the ledger may not have reconciled yet. The second source is the bank: a reconciled bank balance as of the latest month end. Close the last full month before closing, even if it means closing it faster than usual.

7. The funds flow memorandum

The funds flow is the last number you approve, and every line in it should trace to a document: a payoff letter, an advisor invoice, the escrow amount in the agreement, and the price adjustments the agreement defines. The purchase agreement's definitions set the arithmetic between the headline price and your net, so build your own version of that arithmetic from the definitions and compare it to the one the buyer's side circulates, line by line. The second source for each line is the document it came from, and the check on the whole is that the lines foot to the price. A funds flow you did not rebuild yourself is the buyer's calculation of what you are owed. Everything that happens to that money after closing is covered in accounting jobs that start the day your sale closes.

Where to start if you are twelve months out

Start with the three numbers most owner-run ledgers cannot produce on request: accruals, customer deposits, and prepaids. All three are symptoms of books kept close to a cash basis, and all three get fixed going forward rather than rebuilt backward. Record bills when the service is received, record deposits as a liability when they arrive, and put annual payments on a prepaid schedule that amortizes monthly.

Then walk the fixed asset register once, with serial numbers and titles in hand, and run the company's name through the state lien records. Neither task is large, and together they remove the two surprises most likely to appear in closing week.

The legal documents themselves, what each one obligates you to and for how long, are explained from the deal side in how the purchase agreement and disclosure schedules work.

Where Thryve fits

Thryve Accounting & Advisory builds the books that let an owner sign a closing document knowing where every number came from: accrual-basis entries for payables, deposits and prepaids, a fixed asset register that matches the floor, a debt schedule tied to lender statements, and a monthly close fast enough that the latest month is done before anyone needs it. When a sale is actually underway, M&A execution runs through Texas Exit Advisors and Optima Mergers & Acquisitions, and Thryve works alongside the deal team on the numbers.

If closing week is still a year away, that is exactly the right time to find out which of these seven your books can already back.

Last reviewed: September 2026. This is general information, not legal, tax, or accounting advice. No figure, benchmark, or market rate appears in this post. Whether any liability, deposit, prepaid, or receivable is assumed, excluded, included in working capital, or treated as a separate adjustment is decided by the definitions in your purchase agreement, and which representations a closing certificate brings down is set by the same agreement; review both with your transaction attorney. Any tax question raised by a closing belongs with your CPA and is not addressed here.