Selling · Stage 5 of 5
Closing and After
What actually happens once the ROFR window clears, and what to do with the proceeds.
Once the ROFR window lapses and any required consent is in hand, closing itself is largely mechanical — see escrow & closing for the standard sequence. Your work at this stage is mostly about handling the proceeds and your tax position correctly, not the transaction itself.
Don't treat closing as the finish line for your own planning — the tax bill (and whether you want to set aside funds for it) is a real next step, not an afterthought.
Checklist for this stage
- Confirm the escrow process and expected timeline to funds (see escrow & closing).
- Understand your tax treatment on the sale — capital gains on the appreciation over your basis, and check whether any QSBS exclusion could apply to your specific holding (see QSBS & Section 1202 — note the eligibility usually applies to how you originally acquired the stock, not to the sale itself).
- Set aside an estimated tax reserve from the proceeds rather than treating the full amount as spendable.
- If you sold only a partial stake, confirm your remaining position's rights (pro rata, information rights) are unaffected — see pro rata rights on transfer for what can quietly change even on shares you keep.
Common pitfalls
- Spending the full proceeds without reserving for the resulting tax bill.
- Assuming your QSBS eligibility (if any) on your original investment transferred cleanly to how the sale itself gets taxed, without checking with a tax advisor.
- Not confirming the company actually updated its cap table after closing — a loose end worth explicitly verifying, not assuming.
Frequently asked questions
How long does closing usually take once ROFR clears?
Commonly one to two weeks for the escrow-and-paperwork mechanics themselves — see escrow & closing for the typical sequence.
Do I need a tax advisor for a secondary sale?
Strongly recommended, especially if QSBS, an early-exercised position, or a SAFE assignment is involved — the tax mechanics in this market have real, non-obvious edge cases.
Is this investment, tax, or legal advice?
No. This is independent educational content — every situation has specific facts that can change the right answer. Confirm anything material with a qualified advisor before acting.