Closings

A closing is a set of documents and conditions with one release. You give it a name, a day it is meant to close, and the time zone the deal is closing in. Add documents you already have, or make new ones from it; add the conditions that have to be true besides signatures. The checklist shows every document and who it is waiting for, and every condition and whether it is met.

When everyone has signed a document in an open closing, it is held rather than completed: nothing is stamped, dated or emailed, and nobody can download a signed copy, because none exists yet. The document page says it is held, and the closing moves one step closer to ready. The signing email says the signature will be held and links to the signer’s own page for the closing, and the signing page says the same before they sign.

The moment every document is held and every condition met, whoever runs the closing is emailed that it is ready. Not when they made the last change themselves: they are already looking at it.

Until the closing is released, a signer can withdraw a held signature from the page they signed on, with a reason if they want to give one. Their values are removed from the document, the trail records the withdrawal, and whoever runs the closing is emailed who, on which document, and why. The document waits for them again, and the closing cannot be released until they sign it. Everyone else’s signatures stand. Once the closing is released, a signature is final.

A condition is anything besides a signature that has to be true before release: the purchase price received, a consent given, a filing made. Each can name who has to make it true. Mark it met with a note saying how, or waive it with a note saying why, and attach the proof: a wire confirmation, a board minute, a letter. Your name and the time are kept with it. A condition can be opened again until the release.

Release is everything or nothing. Until every document is held and every condition met or waived, the closing lists what is still open, in words you can act on. When nothing is, Release shows exactly what will happen before it happens, and then every document is completed at the same moment. Each certificate says the document was held for the closing, from when, and who released it at what time. Two people pressing Release at once get one release.

You can also set a time: “release at 09:00 on Friday”, in the closing’s own time zone. At that moment it is released if everything is clear, in the name of whoever set the time. If something is still open, nothing is released and you are emailed exactly what.

A date field on a document in a closing can be left for the release. The signer sees it marked “Dated at closing” and is never asked for it; at release it is filled with the day the closing was released, in the closing’s time zone, so a deal released at nine in the morning in Auckland is dated that day in Auckland. Set it in the editor, on any date field, while the document is a draft in a closing.

When the last released document is complete, the binder is built: one PDF with a cover, an index of every document with its signers, when each signed and the SHA-256 of the signed file, the conditions and how each was met, the record of the closing, and then every signed document with its certificate, followed by the evidence. It is sealed like a signed document, with a QR code and a code for a printed copy, so anyone holding it can check it at sharesign.co/verify.

A closing linked to a data room seals the room’s closing record at the moment of release, and the binder prints its fingerprint: what was disclosed and what was agreed, sealed together.

Everyone on a document in the closing has one page for it, linked from every email they are sent: each of their documents, whether it is waiting for them or for somebody else, a way to sign what is theirs, and after the release every signed copy in one place. At release each person is emailed once, however many documents they signed, with each of theirs to download.

A person sees only the documents they are on. You can let somebody see the whole closing, such as the other side’s lawyer: every document and who has signed it, the conditions and their evidence, and the binder. They are emailed their page. Names are shown; addresses are not.

Calling a closing off voids every document in it that is not complete, so no held signature is ever used. Everybody who was sent something for it is emailed once, with your reason if you give one, and nothing is delivered. It cannot be undone.