What Documents Need To Be Kept For A Transaction And How Long Do You Need To Keep Them?

Documents to Keep After a Business Sale Closes

Closing a business sale is a major milestone, but your responsibilities don’t end at the closing table. To stay protected, compliant, and well-prepared for any future inquiries, it’s essential to retain the right documents for the right amount of time. Here’s a guide to the key documents you should keep—and how long to keep them.

These are typically the core documents you’ll want to retain per deal:
Transaction Documents

Asset Purchase Agreement (APA) or Stock Purchase Agreement (SPA)
Bill of Sale
Non-Disclosure Agreements (NDAs)
Letter of Intent (LOI)
Escrow Agreements (if applicable)
Promissory Notes or Seller Financing Agreements
Earnout Agreements (if structured)

Due Diligence Documentation

Financial statements and tax returns shared during due diligence
Copies of leases, contracts, or legal obligations transferred
Proof of licenses, permits, or regulatory compliance

Brokerage-Specific Documents

Listing Agreement (Exclusive Right to Sell)
Broker commission agreements or referral splits
Marketing materials (CIM, teaser, etc.)
Buyer/seller communications (emails, notes, logs)
Deal summary or closing memo

Compliance & Legal

Signed agency disclosure forms
Client identification records (for anti-fraud/KYC purposes)
Any complaints or dispute resolutions

How Long Should You Keep Them?
Recommended retention periods, balancing legal risk and storage efficiency:
Document TypeRecommended Retention PeriodCore transaction documents7–10 yearsDue diligence records5–7 yearsBroker agreements & contracts7 yearsMarketing materials3–5 yearsCommunications (emails, notes)3–5 yearsFinancial/disbursement records7 years (IRS standard)Legal compliance (KYC, NDA)7–10 years