Is the letter legally required?

No. The transmittal letter is not generally a substantive element of the APA but is a best practice for administrative clarity. It creates an evidentiary record of delivery and may help resolve disputes about which exhibits were provided at closing.

Can the letter be signed electronically?

Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

Does the letter require notarization or witnesses?

Typically no; a transmittal letter itself rarely requires notarization. Notarization is required for underlying instruments like deeds in many jurisdictions—verify county recorder rules and RON availability.

What attachments should always be included?

Include the executed APA signature pages, exhibits and schedules listed in the letter, any bills of sale or assignment forms, and required corporate authorizations so the closing package is complete.

How do I correct the letter after sending?

If an error is discovered, promptly send a corrected letter and a written notice to all recipients documenting the correction. Keep both versions in the closing file for audit and dispute resolution purposes.

Who should maintain the retention copy?

The closing agent, buyer, and seller should each retain a complete executed copy. Follow retention rules relevant to tax, HIPAA, and securities law as applicable.

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Letter Accompanying Asset Purchase Agreement

Letter Accompanying Asset Purchase Agreement

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What the Letter Accompanying Asset Purchase Agreement Is

A Letter Accompanying Asset Purchase Agreement is a formal transmittal document sent with an Asset Purchase Agreement (APA) to summarize the package, confirm attachments, identify the parties and effective date, and provide execution or delivery instructions. It typically lists exhibits and schedules, notes allocation of purchase price and escrow directions, identifies any items requiring separate signatures, and indicates the contact person for closing logistics. The letter clarifies administrative details that are not part of the APA’s operative clauses while creating a clear record of what was delivered at or before closing.

Why a Clear Accompanying Letter Matters

A concise transmittal letter reduces ambiguity about included exhibits and required signatures and helps coordinate closing logistics between buyer, seller, counsel, and escrow agents.

Who Typically Prepares and Receives This Letter

The letter is usually prepared by closing counsel, the seller’s transaction representative, or the buyer’s deal coordinator and sent to counterparties and settlement agents.

Seller counsel or corporate secretary for formal delivery
Buyer counsel or internal closing team to confirm receipt
Escrow/settlement agent to coordinate disbursement and recording

Essential Elements to Include in the Letter

A professional letter accompanies the APA with a clear header, recipient list, list of enclosed documents, signature and execution instructions, allocation guidance, and contact and routing details for closing and post-closing follow-up.

Header and Parties

Identify buyer and seller by full legal names and include company identifiers to avoid ambiguity in later enforcement or recordkeeping.

Effective Date

State the APA effective date explicitly and note whether the letter is being delivered pre-closing, at closing, or post-closing to fix timelines.

Enclosed Documents

Provide an itemized list of the APA, exhibits, schedules, bills of sale, assignments, consents, and any third-party approvals included with the delivery.

Signature Instructions

Specify required signatories, signature pages location, execution method (wet, RON, e-signature), and where to return fully executed copies.

Escrow and Allocation

Note escrow instructions, purchase price allocation spreadsheet, and any deliverables tied to escrow release conditions.

Contact & Routing

Provide name, role, phone, and email for the primary closing contact and identify the delivery address and any electronic delivery preferences.

Required Data Points to Capture

Seller Identity: Full legal name

Buyer Identity: Full legal name

Effective Date: MM/DD/YYYY

Purchase Price: Dollar amount

Enclosures List: Exhibits/schedules

Contact Information: Phone and email

Step-by-Step: Preparing and Sending the Letter

Follow these sequential steps to create, review, and distribute the letter so that closing participants receive a clear, consistent delivery package.

01

Draft Letter: Prepare the transmittal content and attachments list.
02

Attach APA Package: Combine the APA, exhibits, schedules, and ancillary documents.
03

Confirm Execution Method: Decide on wet signature, RON, or e-signature and authenticate signers.
04

Send and Record: Deliver to recipients and keep proof of transmission and receipt.

Configuring an Online Workflow for the Letter

When sending the letter electronically, configure the workflow fields, authentication, routing, and audit settings to match the APA’s execution requirements.

Field	Configuration
Signature Authentication	Email + SMS code or higher
Notification Recipients	Buyer, seller, counsel, escrow
Conditional Fields	Show fields only if applicable
Template Saving	Save for repeat closings

Where to File or Send the Letter and Attachments

The letter should be delivered to the parties and any escrow or settlement agent specified in the APA; recorded instruments go to the county recorder or appropriate agency.

Prepare Letter: Finalize content and enclosure list.
Attach APA: Include signed or signable APA and exhibits.
Send for Signature: Route to signers and escrow via chosen platform.
Record & Distribute: Record deeds or assignments and circulate final files.

Technical Considerations for Electronic Delivery

Ensure the platform supports required file formats, authentication strength, and audit trails before e-submitting the letter and APA.

File Formats: PDF or DOCX preferred
Authentication: Email + SMS or KBA
Integrations: CRM, ERP, cloud storage

Key Deadlines to Track

Monitor timing for signature collection, closing, recording, escrow release, and any tax or regulatory filings tied to the APA to avoid penalties or delays.

Signature Deadline:

Cutoff for returning fully executed documents before closing

Closing Date:

Date when title and funds transfer as defined in the APA

Recording Deadline:

Timeframe for recording deeds or assignments with county recorder

Escrow Release:

Date or condition when escrow funds are released

Tax Reporting:

Deadlines for allocating purchase price and issuing tax forms

Milestone Timeline for a Typical Closing

A sequential milestone view helps coordinate tasks from document finalization through post-closing obligations and recordkeeping.

01

Finalize Documents

Complete APA and letter review before routing to signers.

02

Execution Window

All signatories execute within the agreed timeframe before closing.

03

Closing and Funding

Escrow receives funds and documents, and transfer conditions are satisfied.

04

Post-Closing Obligations

Deliver final copies, record instruments, and satisfy reporting duties.

Common Mistakes to Avoid

Failing to itemize exhibits clearly, which leads to disputes about what was delivered and accepted at closing.
Using inconsistent party names between letter and APA, causing problems with title transfer and recordation of instruments.
Neglecting to specify the authentication method for signatures, which can compromise enforceability under ESIGN/UETA.
Omitting escrow or allocation instructions that delay distribution of funds or tax reporting after closing.

Short-Form Risks and Consequences

Contract Void: Risk of ineffective delivery

Tax Exposure: Unclear allocation creates IRS scrutiny

Escrow Delay: Holds on disbursement

Breach Claims: Disputes over deliverables

Recordation Errors: Title or public record defects

Regulatory Risk: Noncompliance with industry rules

How This Letter Differs from Other Delivery Documents

Compare formality, signature requirements, and legal effect of a formal transmittal letter versus an informal email transmittal or cover memo.

Document Type	Letter	Email transmittal
Formality	formal	informal
Attachment List	detailed	brief
Signature Required	optional
Legal Effect	supports recordkeeping	administrative only

eSignature Vendor Comparison for Delivering and Signing the Package

Compare starting prices and core e-signature features for common providers; signNow is listed first per the vendor comparison format.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	Yes, 7-day trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Who Is Authorized to Sign the Letter

Authorized Signatory — Buyer

A company officer or other person specifically authorized by corporate resolution or power of attorney should sign on behalf of the buyer. Confirm signatory authority with a board resolution or signature certificate to avoid later challenges to validity.

Authorized Signatory — Seller

The seller’s authorized representative (officer, manager, or attorney-in-fact) must sign. If a third party signs under POA, attach executed authority documentation and confirm the POA is durable and covers asset disposition.

Practical Use Examples

Below are two practical scenarios showing typical content and outcomes when a transmittal letter accompanies an APA package.

Case Study 1

A regional buyer sends a transmittal letter with an itemized exhibit list to ensure the escrow agent receives all closing deliverables.

The letter highlighted allocation and escrow wiring instructions.
As a result, the parties reduced follow-up requests and ensured correct distribution of funds and documents after recording.

Case Study 2

A seller’s counsel used a cover letter to specify execution method and authentication steps for signatories.

The instruction permitted remote notarization where allowed.
This clarified expectations, expedited signatures across time zones, and produced a clear audit trail for post-closing verification.

Frequently Asked Questions About the Letter

Answers to common questions about formality, electronic signing, notarization, and post-closing handling for a Letter Accompanying Asset Purchase Agreement.

Need help? Contact support

Is the letter legally required?
No. The transmittal letter is not generally a substantive element of the APA but is a best practice for administrative clarity. It creates an evidentiary record of delivery and may help resolve disputes about which exhibits were provided at closing.
Can the letter be signed electronically?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
Does the letter require notarization or witnesses?
Typically no; a transmittal letter itself rarely requires notarization. Notarization is required for underlying instruments like deeds in many jurisdictions—verify county recorder rules and RON availability.
What attachments should always be included?
Include the executed APA signature pages, exhibits and schedules listed in the letter, any bills of sale or assignment forms, and required corporate authorizations so the closing package is complete.
How do I correct the letter after sending?
If an error is discovered, promptly send a corrected letter and a written notice to all recipients documenting the correction. Keep both versions in the closing file for audit and dispute resolution purposes.
Who should maintain the retention copy?
The closing agent, buyer, and seller should each retain a complete executed copy. Follow retention rules relevant to tax, HIPAA, and securities law as applicable.

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