Business Purchase Escrow Checklist

Prepare for your Colorado small-business purchase. Use this checklist to organize the information, documents, funds, and approvals for a business purchase escrow with ColoradoTitle.

Send what is readily available first and identify anything that does not exist or will take additional time. Requirements depend on the purchase agreement and accepted written escrow instructions; additional documents may be requested after review.

Discuss your business escrow · Call 720-681-0903 ·

Print this checklist

1. Buyer, seller, and business information

☐ Full legal names of the buyer and seller, including entity names.

☐ Business name, any trade names, and business address.

☐ Contact information for each party and their attorneys, brokers, accountants, and lenders.

☐ Names and titles of the individuals authorized to sign.

☐ Entity formation documents and evidence of signing authority, as requested.

☐ A copy of each signer’s current driver’s license or other government-issued photo ID, submitted through our designated secure process. Contact us for submission instructions before sending identification.

2. Purchase agreement and transaction terms

☐ Signed purchase agreement, including all exhibits, schedules, amendments, and addenda.

☐ Confirmation whether the transaction is an asset purchase or a purchase of ownership interests.

☐ Purchase price, deposit amount, and anticipated closing date.

☐ Financing terms, including any seller financing.

☐ Deadlines and conditions affecting the deposit or closing.

☐ Any provisions governing cancellation, refunds, or disputes.

3. Written escrow instructions (ColoradoTitle typically drafts)

Before accepting funds or documents, we will need an accepted written escrow agreement identifying:

☐ What ColoradoTitle will receive and hold.

☐ Who will deposit funds and when.

☐ The specific conditions for releasing funds or documents.

☐ Who may approve disbursements and how approval must be given.

☐ Required payees, holdbacks, and payment priorities.

☐ Procedures for delays, termination, or disputed instructions.

☐ Escrow fees and responsibility for payment.

4. Assets and transfer documents — identify the drafter

Confirm whether you need ColoradoTitle to draft transfer documents or whether your attorney or another adviser will provide them. Identify the documents needed, the responsible drafter, and any deadlines. Any document preparation requires an agreed scope and fee, with our role confirmed in writing.

Provide the documents applicable to your transaction:

☐ Schedule of equipment, furniture, inventory, and other purchased assets.

☐ Bill of sale or ownership-interest transfer documents.

☐ Assignment and assumption agreements.

☐ Lease assignment or new lease, including required landlord consent.

☐ Required consents for contracts, franchises, or other transferred rights.

☐ Documents addressing business names, websites, domains, telephone numbers, and intellectual property.

☐ Vehicle titles or other separately titled property.

☐ Any agreed inventory count or purchase-price adjustment.

The parties and their advisers should identify which assets and rights can be transferred and what approvals are required.

5. Loans, liens, and payoffs

☐ Information about loans and liens affecting the transferred assets or ownership interests.

☐ Relevant lien-search results obtained by the parties or their advisers.

☐ Current written payoff statements.

☐ Required lien releases and termination documents.

☐ Lender closing requirements.

☐ Seller-financing documents, if applicable.

Please identify who is responsible for obtaining searches, confirming payoff amounts, and completing releases.

6. Taxes, licenses, and other approvals

☐ Applicable tax status letters and tax-clearance information.

☐ Written instructions addressing tax payments or required holdbacks.

☐ Agreed allocation of the purchase price, if applicable.

☐ Information needed to address sales or use tax on transferred property.

☐ Required licenses, permits, and regulatory approvals.

☐ Confirmation of who will obtain new accounts, licenses, or registrations.

Colorado retail business purchases require particular attention to unpaid sales taxes and purchase-money withholding. The parties should address these requirements with their advisers before authorizing release of the seller’s proceeds. Separate local requirements may also need review.

See the Colorado Department of Revenue’s guidance on buying or selling a business and consumer use tax guide. Ask your advisers which state and local requirements apply.

7. Closing figures and disbursements

☐ Final purchase price and deposit credit.

☐ Loan proceeds and buyer’s remaining contribution.

☐ Approved prorations and adjustments.

☐ Payoffs, broker compensation, and other authorized charges.

☐ Holdback amounts and their release conditions.

☐ Seller’s net proceeds.

☐ Written approval of the final closing accounting by the required parties.

Provide banking information only through the process designated for your escrow. Independently verify wire instructions using a previously verified telephone number before sending funds. Report any unexpected change immediately.

8. Authorization to close

Before disbursement, the file must contain the funds, documents, approvals, and evidence required by the written escrow instructions. Depending on the transaction, these may include:

☐ Available funds confirmed for disbursement.

☐ Properly signed closing documents.

☐ Required third-party consents.

☐ Payoff and release arrangements.

☐ Written confirmation that specified closing conditions have been satisfied or properly waived.

☐ Final authorization from the persons designated in the escrow agreement.

What does ColoradoTitle’s escrow role include?

ColoradoTitle’s responsibilities are established in the written escrow agreement. In a neutral escrow engagement, ColoradoTitle holds and releases funds or documents according to the accepted instructions. Learn more about our Colorado attorney escrow services.

Business valuation, due diligence, contract negotiation, tax advice, and legal representation require separately agreed services. Buyers and sellers should obtain their own advice regarding the transaction. If real estate is included, identify the separate deed, title, recording, and closing requirements; see our Colorado real estate closing services.

Business purchase escrow FAQ

What do I need to open a business purchase escrow?

Start with the signed purchase agreement, buyer and seller contact information, purchase price, anticipated closing date, and a description of what will be held and the proposed release conditions. Send available information first and identify outstanding items.

Do you need copies of driver’s licenses?

Yes. Provide a copy of each signer’s current driver’s license or other government-issued photo ID through the designated secure process. Contact ColoradoTitle for instructions before sending identification.

Can ColoradoTitle draft the business transfer documents?

Tell us whether you need ColoradoTitle to draft transfer documents or whether your attorney or another adviser will supply them. Identify the documents and deadlines. Any preparation requires an agreed scope and fee, and written confirmation of our role.

When can the seller receive the escrow funds?

Funds can be disbursed only when the funds, documents, approvals, and evidence required by the accepted written escrow instructions are in place and release is authorized under those instructions.

Does escrow include due diligence or legal representation?

A neutral escrow engagement covers the holding and release of funds or documents under accepted written instructions. Business valuation, due diligence, negotiation, tax advice, and legal representation require separately agreed services. Each party should obtain its own advice.

What Colorado tax issues should the parties address?

Review tax status, any required purchase-money withholding, and sales or use tax on transferred property with your advisers before authorizing disbursement. The Colorado Department of Revenue provides guidance on buying or selling a business; local requirements may also apply.

Ready to open a business escrow?

Provide the purchase agreement, party contact information, purchase price, anticipated closing date, and a brief description of what you need held and the proposed release conditions.

Call 720-681-0903 or contact ColoradoTitle to discuss your transaction. Please contact us before sending funds or sensitive personal information.

Updated October 23, 2026. This checklist provides general preparation information; the accepted written engagement and escrow instructions establish the requirements for your transaction.