Establish that required approvals and signatures can be delivered.
Signing readiness means the correct legal parties can execute the approved documents through people with the necessary authority, and the required legal deliverables can be provided on time. Entity formation, tax identification, ownership review, member approval, legal opinions and signature logistics are connected tasks, but none is a substitute for the others.
For example, Delaware LLC law, Sections 18-402 and 18-404 addresses management and voting subject to the LLC agreement. The IRS EIN guidance tells applicants forming legal entities to complete state formation first. An EIN is tax identification; it does not prove authority to borrow, pledge collateral or guarantee another entity’s debt. The actual entity law, governing agreements and transaction documents require counsel’s review.
Create a party-and-capacity map
List each borrower, property owner, pledgor, guarantor, manager and other signatory. For every party identify its exact legal name, jurisdiction, entity type, governing documents, ownership chain, authorized signer and capacity. A person can sign in multiple capacities, but the authority and obligations should be clear for each signature.
| Deliverable | What it addresses | Who resolves it | Common dependency |
|---|---|---|---|
| Formation and status documents | Entity existence and current record | Entity counsel or responsible provider | Correct jurisdiction and legal name |
| Governing agreement | Management, voting and restrictions | Transaction counsel | Complete amendments |
| Approval or resolution | Authority for specified transaction | Required members, managers or board | Final enough transaction terms |
| Signature evidence | Who signs in which capacity | Counsel and closing team | Authorized person available |
| Legal opinion, if required | Defined legal conclusions and assumptions | Opinion counsel | Agreed scope and supporting records |
An opinion is not a universal certification that every business fact is true or every transaction risk is absent. Record the requested scope, qualifications, assumptions, recipients and acceptance status. The financing coordinator should not promise an opinion conclusion on counsel’s behalf.
Test voting before the closing week
Assume a hypothetical LLC agreement requires approval by holders of at least 75% of voting interests for the proposed mortgage. Member A holds 60%, B holds 25% and C holds 15%. A alone cannot approve; A plus C reaches 75%, and A plus B reaches 85%. These are invented agreement terms, not statutory default voting rules.
Now suppose the same agreement separately requires B’s consent for a guarantee of another entity’s debt. A and C’s 75% approval of the mortgage does not necessarily satisfy that distinct guarantee condition. The authority matrix must link each proposed action to its own approval requirement. A single “majority approved” note would be inadequate.
If a new investor purchases half of B’s interest before closing, the ownership and voting schedule changes. The team must review the transfer, lender approval, governing documents and signature package rather than assuming the old resolution still addresses the final structure. Do not infer that a small percentage change is immaterial under the actual agreements.
Schedule opinions and signatures as dependencies
Consider a closing on day 40. Counsel receives final organizational documents on day 28, requires five days for review and three days for opinion negotiation, and the authorized signer needs two days for the agreed execution process. Sequential completion is day 38, leaving two days of float.
If a missing amendment arrives on day 32 instead, the same chain completes on day 42. The four-day input delay creates a two-day closing delay because only two days of float existed. Sending signature pages early does not cure a substantive authority defect. Any use of pre-signed pages or remote execution must follow counsel’s and the closing parties’ approved process.
Keep the final signer availability, identification requirements, notarization or authentication needs, delivery method and original-document requirements in the schedule. These depend on the jurisdiction and documents; this chapter does not prescribe a universal electronic-signature or notarization solution.
Tie authority to the final economics
A resolution approving one maximum principal amount or defined transaction may require reconsideration if the final loan changes materially. Record the approved parameters and ask counsel whether a revised amount, additional collateral or new guarantee remains within them. The same applies when the borrower name, ownership chain or pledged entity changes late in the process.
The final readiness packet should include the approved party map, governing documents, required approvals, accepted opinion scope, final execution versions and signing instructions. Track delivered, reviewed and accepted separately. After closing, retain executed copies and the evidence of authority with the loan records.
The investor’s decision is whether the actual parties can validly complete the transaction on the required date. A folder containing formation papers and tax numbers is only the beginning of that answer.
Sources and evidence
- Delaware Code — LLC management and voting6 Del. C. §§18-402 and 18-404 · Checked 2026-10-21 · Delaware LLC statutory context only; the actual agreement, entity law and counsel’s analysis govern transaction authority.
- IRS — Get an employer identification numberBefore you apply; entity formation; responsible party and application methods · Checked 2026-10-21 · Federal tax identification process; an EIN is not lender approval, legal signing authority or a choice of entity/tax structure.
Source dates and applicability matter. Report an error or a changed source.