Completion (also known as closing) meaning

In transactional practice, completion (also known as closing) is the point at which a share purchase agreement (SPA) or asset purchase agreement (APA) is performed: conditions precedent are satisfied or waived, consideration is paid, the agreed transfer documents are executed and delivered, and title to the target company or business passes to the buyer. The term is descriptive rather than defined by statute or case law and is used consistently across England & Wales, Scotland, Northern Ireland and Ireland. Typical mechanics include fixing a completion date (often after exchange/signing, with a long‑stop), bring‑down of warranties, delivery of resignations and appointments, execution and delivery of stock transfer forms or instruments of transfer, share certificates and updated statutory registers, escrow, IP and property transfer deeds/assignations, and assignments or novations of contracts and employees (including TUPE where applicable). Regulatory consents and security releases or registrations are commonly handled at the same time. Jurisdictional formalities include stamp duty on transfers, company filings (for example, directors/PSC/charges at Companies House or the CRO) and, for property, registration (for example, with HM Land Registry or Registers of Scotland). On completion the buyer acquires legal (and typically beneficial) ownership and post‑completion steps (for example, completion accounts) take effect.