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Seller Financial Statement

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SELLER FINANCIAL STATEMENT

RECITALS

WHEREAS, Seller Name: is proposing to provide the Buyer with a detailed financial statement relating to the Business Name: for purposes of a proposed transaction; and

WHEREAS, Buyer Name: requires a written statement of the Seller's financial condition and related disclosures to evaluate the proposed transaction.

NOW, THEREFORE, Seller submits the following Seller Financial Statement and makes the certifications, representations and warranties contained herein.

SELLER INFORMATION

FINANCIAL REPORTING PERIOD

Reporting Period From: To:

ASSETS

LIABILITIES

INCOME AND EXPENSES

SCOPE OF FINANCIAL DISCLOSURE

The following Scope of Work describes the purpose and permitted uses of the Seller Financial Statement. The Seller authorizes disclosure of the information in this statement to Buyer and our advisors for evaluation of the proposed transaction.

PAYMENT TERMS (IF APPLICABLE TO SALE)

Sale Price (if part of transaction):

Late Payment Fee (percentage or flat):

TERM AND TERMINATION

Effective Date: Termination Date (if any):

CONFIDENTIALITY

All financial information provided in this Seller Financial Statement is proprietary and confidential. Recipient shall not disclose, copy, reproduce or use the information except to evaluate the proposed transaction and shall take commercially reasonable steps to protect confidentiality. This obligation survives termination of negotiations for a period of three (3) years unless a longer period is required by law.

REPRESENTATIONS AND WARRANTIES; CERTIFICATION

The Seller certifies that the information contained in this Seller Financial Statement is true, correct and complete to the best of Seller's knowledge as of the Effective Date. Seller represents that no material liabilities, obligations, claims or events have been omitted that would reasonably be expected to have a material adverse effect on the financial condition of the business. Seller acknowledges that Buyer may rely on these representations in evaluating the proposed transaction.

GOVERNING LAW

This Seller Financial Statement and any disputes arising out of it shall be governed by and construed in accordance with the laws of the State of: without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Seller Financial Statement, together with any schedules and attachments expressly incorporated herein, constitutes the entire agreement between Seller and Buyer with respect to the subject matter hereof and supersedes all prior oral or written statements and agreements. No modification, waiver or amendment shall be binding unless in writing and signed by both parties.

ACKNOWLEDGMENT

By signing below Seller certifies under penalty of perjury that the foregoing statements are true and accurate, that Seller is authorized to provide this information, and that Seller will promptly notify Buyer in writing of any material change to the information provided.

Seller Name:

By:

Date:

Buyer Name:

By:

Date:

Enter text✕

What a Seller Financial Statement Is

A Seller Financial Statement is a standardized disclosure used in business and real estate transactions to summarize a seller’s fiscal position, liabilities, assets, and sources of income. It helps buyers, lenders, and escrow officers evaluate the financial condition of the seller, supports underwriting and due diligence, and may be required by lenders, brokers, or counterparty agreements. The statement is typically prepared by the seller or the seller’s representative and attached to purchase agreements, loan applications, or closing files.

Why the Seller Financial Statement Matters

Completing a Seller Financial Statement provides transparency for counterparties, speeds underwriting, and documents material facts that affect valuation, financing, and closing risk.

Why the Seller Financial Statement Matters

Who Prepares and Reviews This Statement

Use the completed statement with supporting documents to reduce questions during diligence and to create an auditable record for the transaction.

  • Sellers or their accountants, preparing accurate financial disclosures for buyers or lenders.
  • Buyers, underwriters, and acquisition teams, reviewing financial health for valuation and contingency decisions.
  • Escrow officers and lenders, who may require a completed statement before funding or closing.

Core Components to Include in a Professional Statement

A clear Seller Financial Statement organizes financial data so readers can verify cash flow, liabilities, and net worth quickly. Present consistent accounting periods and attach corroborating documents.

Identification

Seller legal name, business entity type, tax ID, and contact information for the preparer or representative.

Balance Summary

Snapshot of assets, liabilities, and owner equity as of the stated effective date with supporting schedules.

Income Overview

Recent revenue, gross profit, and net income for standard reporting periods (last 12 months, fiscal year).

Liabilities Detail

List of secured and unsecured debts, lien holders, lease obligations, and contingent liabilities.

Cash & Liquidity

Bank balances, credit lines, escrowed funds, and access restrictions affecting closing.

Certifications

Signature block, date, and any required notary or witness language certifying accuracy under penalty of perjury.

Step-by-Step: Completing a Seller Financial Statement

Follow this sequence to prepare a complete, verifiable statement that supports closing and underwriting.

  • 01
    Gather records: Collect tax returns, bank statements, and loan payoff letters.
  • 02
    Populate fields: Enter identification, asset totals, liabilities, and income figures.
  • 03
    Attach evidence: Include schedules, appraisals, and creditor statements.
  • 04
    Sign and certify: Execute signature and notarization if required; retain copies for all parties.

Customizing and Submitting the Statement Online

Configure an online workflow to validate entries, collect eSignatures, and route copies to stakeholders automatically.

Field Configuration
Required Fields Make name, effective date, totals, and signature required to prevent incomplete submissions.
Conditional Fields Show contingent obligation details only if 'Yes' selected for liabilities question.
Authentication Require email link + SMS code or identity verification for high-value closings.
Distribution Route signed PDF automatically to buyer, lender, and escrow with audit log.

Digital Signing and eSubmission Essentials

Ensure the chosen workflow meets ESIGN and UETA requirements for intent, consent, attribution, and retention; add a BAA for HIPAA-covered contexts.

  • File formats: PDF, DOCX, or fillable form outputs for record preservation.
  • Authentication options: Email link, SMS one-time passcode, KBA, or advanced signer verification.
  • Integrations: Connectors to escrow, CRM, or document storage systems (Salesforce, NetSuite, Box).

Where to Send or File the Completed Statement

Route the signed statement to all required parties and attach it to the transaction file to support closing and regulatory review.

  • Escrow or Title: Upload a certified copy to the escrow agent or title company as part of closing docs.
  • Lender: Forward to the lender underwriting team with supporting schedules and third-party verifications.
  • Buyer & Advisors: Provide signed copies to buyer, accountants, and legal counsel for due diligence.
  • Internal Records: Retain the executed document in the seller’s secure records repository.

Timing and Typical Deadlines to Keep in Mind

Deadlines vary by transaction type, lender requirements, and escrow instructions. Track due dates to prevent delays at closing.

Delivery to Lender:

Often required at or before loan commitment; check lender instructions for exact date.

Escrow Submission:

Commonly due before closing date to permit review and cure of discrepancies.

Tax Reporting Impact:

Seller statements may affect 1099 reporting; collect TINs and W-9s as needed.

Document Updates:

Update the statement if material facts change before closing.

Record Retention:

Retain executed copies per regulatory retention rules and lender requirements.

Common Mistakes to Avoid

  • Omitting supporting schedules, which leads to lender follow-up and closing delays.
  • Using inconsistent reporting periods between income and liability lines.
  • Entering estimated values without clear notation or valuation support.
  • Failing to sign, date, or include a notarization when required by counterparty.

Risks and Consequences of Inaccurate Statements

Closing Delays: Incomplete or inaccurate statements commonly delay funding or closings.
Loan Denial: Material omissions can trigger underwriting denial or re-pricing.
Contractual Breach: False statements may expose the seller to contract remedies or indemnity claims.
Tax Exposure: Incorrect income reporting can lead to IRS adjustments or penalties.
Escrow Disputes: Unresolved liabilities can create title defects or escrow claims.
Reputational Harm: Disclosure failures may impede future deal-making and lender relationships.

eSignature Vendor Comparison for Signing and Storing the Statement

Vendor feature and price comparisons help select a platform for secure eSigning and retention. signNow appears first in this comparison per platform data.

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 by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium) Yes Yes Yes Limited
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Yes Yes No No

Example Use Cases

Real-world scenarios show how the statement supports different transaction types.

Office Building Sale

A seller provided a completed statement with audited P&L and loan payoffs

  • Lender required CPA attestation
  • The documentation shortened underwriting and enabled on-schedule closing with full disclosure and title clearance.

Small Business Asset Sale

An owner submitted a statement with bank reconciliations and contingent liability disclosures

  • Buyer requested additional escrow holdback
  • The clear disclosures reduced post-closing disputes and defined escrow release conditions.

Practical Tips for Accuracy and Efficiency

Adopt systematic practices to reduce errors, speed review, and ensure a reliable audit trail.

Use consistent periods
Report assets and income for the same fiscal period; reconcile with tax returns or financial statements to avoid discrepancies.
Attach source documents
Include bank statements, payoff letters, and appraisal reports to substantiate numbers and reduce follow-up requests.
Validate identities
Confirm signer identity and authority to sign; require role and title for entity signers to prevent signature disputes.
Preserve the audit trail
Keep signed PDFs with timestamps, signer IP, and certificate of completion to support enforceability and regulatory compliance.

Required Data Elements at a Glance

Seller Name: Legal entity name
Tax ID: EIN or SSN
Effective Date: MM/DD/YYYY
Assets Total: Numeric value
Liabilities Total: Numeric value
Signature: Signed and dated

Frequently Asked Questions

Answers to common questions about completing, signing, and storing a Seller Financial Statement.


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