Series A Financing Closing Checklist: A Practical Checklist

Summary. A Series A closing is a document assembly exercise with a small number of hard dependencies and a long list of items that must be complete before funds are wired. Most delays come from the same places: a capitalization table that does not reconcile, missing invention assignment agreements from early contractors, an unfiled 83(b) election, and stockholder consents that take longer to gather than anyone planned. This checklist runs the closing from signed term sheet through post-closing obligations, organized so the long-lead items are identified first, and flags the filings and housekeeping that must follow the wire.

What this checklist is for. Running a venture financing from signed term sheet to closing. For the negotiation that precedes it, see Negotiating a Series A Term Sheet.

Phase 1 — Immediately after the term sheet

Calendar the no-shop expiration, and work backward from it.
Confirm which side's counsel drafts, and confirm the deal will use the NVCA model documents.
Circulate a working group list with contacts for company counsel, investor counsel, the lead investor, and the company's finance lead.
Open a virtual data room and populate it before the request list arrives.
Reconcile the capitalization table to the stock ledger and to every board consent. Identify every discrepancy now.
Build the pro forma cap table modeling the round, including SAFE and note conversion, the option pool, and the resulting ownership.
Confirm the treatment of each convertible instrument — pre-money or post-money, cap, discount, and any MFN provision.
Order a 409A valuation to be effective after closing.
Identify the long-lead items: stockholder consent solicitation, missing invention assignments, unfiled 83(b) elections, and any third-party consents.

Why this matters. The no-shop is typically thirty to forty-five days. Everything that takes three weeks must start in week one, and cap table reconciliation always takes longer than anyone estimates.

Phase 2 — Diligence

Corporate: charter and all amendments, bylaws, board and stockholder minutes and consents, good standing certificates, foreign qualifications, and the stock ledger.
Capitalization: the cap table with a reconciliation, every stock purchase agreement, every option grant with its board consent and signed agreement, every warrant, every convertible instrument and side letter, and every 83(b) election with proof of mailing.
Equity plan: the plan, every amendment, stockholder approval of the plan and of each increase, and the remaining reserve.
Intellectual property: registrations and applications, assignments from every founder, employee, and contractor, open-source usage, and any licenses in or out.
Employment: offer letters, confidentiality and invention assignment agreements for everyone, contractor agreements, classification analysis, and any restrictive covenants.
Contracts: customer and vendor agreements, leases, any agreement with a change-of-control or assignment provision, and any exclusivity or most-favored-nation commitment.
Litigation and claims, threatened or pending, and any demand letters.
Tax: returns filed, state registrations, payroll compliance, sales tax nexus, and any outstanding liability.
Insurance, privacy and data security, regulatory licenses, and financial statements.

Why this matters. The recurring findings are always the same: a contractor who never signed an invention assignment, an option grant approved but never papered, and an unfiled 83(b). Each is fixable before diligence and expensive during it.

Phase 3 — Documents

Amended and Restated Certificate of Incorporation — authorized shares, the preferred's rights, preferences, and privileges, conversion and anti-dilution mechanics, protective provisions, and the exculpation provision.
Stock Purchase Agreement — representations and warranties, conditions to closing, and the closing mechanics.
Investors' Rights Agreement — information rights, registration rights, pro rata rights, and affirmative and negative covenants.
Right of First Refusal and Co-Sale Agreement.
Voting Agreement — board designation and the drag-along.
Disclosure Schedules, prepared by the company against each representation. Start these early; they take longer than the agreements.
Management rights letters for each investor requiring one.
Indemnification agreements for each director.
Legal opinion, if required, and confirm early what it must cover.
Side letters, and confirm each is disclosed to the other investors as the documents require.

Phase 4 — Approvals

Board approval of the charter amendment, the transaction documents, the issuance, the director appointments, the officer authorizations, and any equity plan increase.
Stockholder approval of the charter amendment and the plan increase, by written consent or at a meeting.
Class and series votes where required by the charter or by the existing preferred's protective provisions.
Consent of existing convertible instrument holders where their instruments require it, and confirm any MFN has been applied.
Notice to stockholders who did not consent, as the corporate statute requires.
Confirm appraisal or dissenters' rights are not triggered, or that the notice was given.
Third-party consents under any contract with a change-of-control provision.

Phase 5 — Closing deliverables

Certificate of Amendment or Amended and Restated Certificate filed with the state, and a file-stamped copy received.
Certificate of good standing, dated near closing.
Secretary's certificate attaching the charter, bylaws, board and stockholder consents, and incumbency.
Officer's compliance certificate confirming the representations remain true.
Signature pages collected from every party, with authority confirmed.
Disclosure schedules final and initialed or referenced.
Stock certificates or book-entry statements issued, with the restrictive legend.
Stock ledger and cap table updated as of the closing.
Wire instructions verified by voice using a number obtained independently.
Funds received and confirmed before certificates are released.
Closing set assembled and circulated.

Why this matters. Wire fraud in financing closings is common and the losses are unrecoverable. Verify by voice, on a number you already had, every time.

Phase 6 — Post-closing

Form D filed with the SEC within 15 days of first sale.
Blue sky notice filings in each state where an investor resides, within the applicable deadline.
409A valuation completed and adopted by the board before the next option grants.
Board reconstituted — new directors appointed, committee assignments made, and the first meeting calendared.
D&O insurance bound or increased, with the new directors added.
Indemnification agreements executed with every new director.
Reporting calendar established for the information rights obligations, with a named owner.
Bank signatories and authorizations updated.
Cap table loaded into the equity management system and reconciled.
Employee communication explaining the round, the new 409A price, and what the preference stack means for common holders.
Closing binder delivered to the company and stored where it can be found in three years.

Phase 7 — Where deals actually slip

Stockholder consent solicitation. A company with forty holders on a paper cap table needs three weeks, not three days. Start the day the term sheet is signed, use an electronic signature platform, and track non-responders individually.
Missing signatures on old documents. Founders who never returned a signed restricted stock purchase agreement, advisors with an unsigned option agreement, a contractor whose invention assignment was emailed and never executed. Chase them now; some will want something in exchange, and the price rises once they learn a financing is closing.
The equity plan reserve. Confirm the plan's authorized reserve, every increase, and stockholder approval of each. Plans are frequently over-granted relative to what was actually approved.
Authorized share capacity. Compute the required authorized common — outstanding, plus the pool, plus shares reserved for conversion of the new preferred and every convertible instrument — and confirm the amended charter authorizes enough with margin.
State tax and registration gaps. A company with remote employees in six states that registered in one will be asked about it, and the remediation is a quantified liability the investor may want escrowed.
Open source. A copyleft dependency in the product is a diligence finding that can require re-engineering. Run a scan before the investor does.
Third-party consents. Read every material contract for change-of-control and assignment provisions. Most financings do not trigger them, but a few do, and the counterparty's leverage is highest when the wire is scheduled.
Insurance. Bind or increase D&O before the new directors join, not after; several investors condition the closing on it.

Why this matters. None of these is a legal difficulty. All of them are calendar problems, and each has ended a no-shop period without a closing.

Common mistakes

Cap table reconciliation deferred, and discovered to be wrong in week four of a five-week no-shop.
Post-money SAFEs never modeled, so the founders' actual ownership is a surprise at signing.
An MFN provision in an early instrument that nobody applied.
Missing invention assignments from a contractor who wrote foundational code.
An unfiled 83(b) that cannot be cured.
The equity plan reserve was never properly increased by stockholder approval.
Authorized shares insufficient for the new preferred plus the increased pool.
Disclosure schedules started in the last week, producing either a rushed job or a delayed closing.
Form D or blue sky filings missed, which is a small problem now and a diligence item forever.
Options granted after closing at the stale pre-round 409A price.

Primary authority

Securities: Regulation D and Rule 506; Form D under 17 C.F.R. § 230.503; state blue sky notice provisions; Rule 701 for compensatory issuances.
Corporate: 8 Del. C. § 242 (charter amendment); § 228 (action by written consent and notice); § 151 (classes and series); § 102(b)(7) and § 145.
Tax: IRC § 83(b); IRC § 409A; IRC § 1202 for qualified small business stock.
Corporate mechanics: 8 Del. C. § 151 (classes and series), § 152 (consideration for stock), § 153 (par value), § 157 (rights and options), § 161 (authorized shares), § 228 (written consent), § 242 (charter amendment), § 251 (merger), § 262 (appraisal), § 203 (business combinations).
Securities exemptions: 15 U.S.C. § 77d(a)(2); 17 C.F.R. § 230.501 (accredited investor), § 230.502(c) (general solicitation), § 230.506(b) and § 230.506(c) (the two Regulation D safe harbors), § 230.503 (Form D), § 230.152 (integration), § 230.701 (compensatory equity); 15 U.S.C. § 77e (registration requirement); state blue sky notice filings under 15 U.S.C. § 77r(b)(4)(F).
Tax: 26 U.S.C. § 1202 (qualified small business stock), § 1045 (rollover), § 409A and Treas. Reg. § 1.409A-1(b)(5)(iv) (valuation), § 83(b) (the thirty-day election), § 382 (loss limitation on an ownership change).
Governance documents: Delaware Rapid Arbitration Act, 10 Del. C. §§ 5801–5813 (an increasingly common dispute clause); 8 Del. C. § 115 (forum selection); 8 Del. C. § 141(d) (class-designated directors).
Diligence: UCC § 9-501 to § 9-525 (lien searches and terminations); 26 U.S.C. § 6323 (tax liens).

This checklist is educational and not legal advice. Securities exemptions, state filing requirements, and corporate approval thresholds vary, and deadlines including the 83(b) window cannot be extended. Consult qualified corporate counsel before closing a financing.