A commercial loan closing follows a sequence, and the lender’s conditions precedent are the checklist.
Entity documents. Formation documents certified by the state, good standing certificates in the state of organisation and each state where qualified, governing documents, and resolutions authorising the borrowing with incumbency certification.
Searches. Financing statement searches under the exact legal name and prior names; judgment, tax lien and bankruptcy searches; and litigation searches. Any hit must be cleared or subordinated before funding.
Collateral documents. Security agreement, financing statements prepared for filing in the correct office, mortgages or deeds of trust with title commitments, assignments of leases and rents, control agreements for deposit and securities accounts, and pledges of equity with certificates and transfer powers.
Insurance. Certificates with lender as mortgagee, loss payee and additional insured as appropriate, with required coverages and notice provisions.
Third-party items. Landlord waivers where inventory sits on leased premises, bailee letters for goods with processors, subordination agreements from affiliate creditors.
Opinions. Borrower counsel opinions on due organisation, authorisation, enforceability, and no conflict.
Post-closing. Recording confirmations, filed-stamped financing statements, and a tracking system for continuation deadlines five years out.