Legal and Tax Due Diligence
Legal Due Diligence
Legal Due Diligence is a comprehensive legal check of a company to assess risks while acquiring a business. The main aim of conducting Due Diligence is to eliminate or minimize possible negative consequences of transaction, as well as to optimize business processes during the company`s further activities. Such examination makes it possible to identify the risks of transaction invalidation, litigations initiation, imposing a penalty on property and corporate conflicts.
Legal Due Diligence includes:
- Analysis of the company charter documents
- Verification of the legitimacy of the company share capital formation and verification of the participants` property rights;
- Assessment of the legitimacy of the appointment and scope of authority of the company management;
- Analysis of the company's rights to movable and immovable property, participation in the share capital of other companies;
- Check for existence of legal disputes with third parties, seizure of property and other encumbrances;
- Identification of risks of possible claims from counterparties and state agencies
- Check for existence of required licenses and permits
- Analysis of the company's compliance with labor and immigration laws
- Analysis of the company bylaws and internal documents
Tax Due Diligence
Tax Due Diligence is carried out prior to business purchase and sale transaction, during acquisition of assets or shares in the company share capital. The purpose of the Due Diligence is to provide a client with true and accurate information regarding fulfilment of tax obligations by the company, compliance with financial accounting and reporting requirements, as well as possible claims from tax authorities. This procedure will allow to avoid financial and tax risks, as well as adjust transaction price.
Tax Due Diligence includes:
- Examination of the budget settlements of the company concerning taxes and other obligatory payments;
- Examination of the tax and accounting system concerning compliance with legal requirements;
- Evaluation of the tax burden on both individual operations and entire business;
- Assessment of the primary document’s accuracy and verification of existence of all necessary documents proving the expenses incurred;
- Tax risks assessment and drawing up guidelines for their elimination.
- Analysis of the prospects for changing the tax burden in connection with the tax legislation reform or changes in judicial practice.