Shares need to be “fully paid” before they can be issued. Shares are considered to be “fully paid” after an investor has provided payment, even if those funds aren’t immediately accessible within your bank account. For example, the investor’s payment may be in an account held on your behalf, or in transit via wire to your account. For online payments, you can take the position that because the funds were received in your online payment processor’s account, this is sufficient for those shares to be considered as “fully paid”, since those funds will inevitably be disbursed into your bank account once fully processed.
So long as the funds can be confirmed to have left the investor’s account, you are able to proceed with the closing knowing the funds will eventually settle in your bank account. This is a discussion you may want to have with your counsel.
In order for securities to be issued they must be considered “fully paid” and many will take the position that funds being out of an investor’s control makes them “fully paid”. In order to determine if you are comfortable closing and considering shares “fully paid”, you may want to consider if the funds are revocable. For example, if funds are out of an investor’s control, they are now in the company’s control (think of this as FOB shipping versus FOB destination). If you are considering the funds as in the company’s control, (FOB shipping) you may then want to consider what would happen if the funds didn’t arrive. If you want to close on funds in transit and upon closing the stock is immediately trading, your contingency plan in case a payment was not received may be to chase the investor for payment as a receivable. Alternatively, you may wish to consider if you have the ability to return shares to treasury, and subsequently cancel the purchase. In a private company scenario, these contingency plans become much easier than when dealing with immediately tradable securities.