The transfer documents to be executed and delivered at the closing will depend on the nature of the transaction. In a purchase of shares, or LLC membership interests represented by certificates, the seller typically will deliver certificates representing all of the shares or membership interests in the target corporation either endorsed to the buyer or accompanied by an executed “stock power” (or power of attorney) authorizing the transfer of the shares or membership interests on the books of the target. Membership interests not represented by certificates will be transferred by a form of assignment.
 
In a merger, the parties will execute a formal plan of merger (in most states) for filing with the secretaries of state of the jurisdictions in which the respective corporations or limited liability companies are organized. This document may be considerably shorter than the definitive merger agreement and may have to benotarized. These formalities will be accomplished immediately prior to the closing and the plan of merger may be sent ahead to the appropriate state agencies to be ready for filing on the date of the closing.
 
An asset acquisition generally is more complicated. Real estate will be transferred by deeds for each parcel. Deeds typically will have to be notarized and recorded in the locality in which the real estate is located. Recording will be completed on the date of the closing or shortly thereafter. At the closing, the title insurance company will execute and deliver a binding commitment insuring title to the real estate. Personal property will be transferred by bill of sale, which requires no formalities. Agreements and other intangibles will be transferred by a form of assignment, which may be combined with the bill of sale. Separate assignment documents may be required for patents and certain other assets, some of which are subject to formal requirements.