Buying, selling and reorganising businesses · Czechia and Slovakia
Company legal due diligence
Before a business acquisition, investment or major transaction, we investigate the target company: its ownership structure, contracts, assets and real estate, disputes, liabilities, employees and compliance. We summarise the risks in a clear report and reflect them in the price and the agreement's representations and warranties, so you know what you are buying.
- Lawyer registered with the Czech and Slovak Bar Associations
- Risks addressed in the agreement
- Prices agreed in advance
What we'll do for you
Legal due diligence on the target company or transaction, with a clear risk report and recommendations for the agreement.
Select an item to see the details.
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Initial consultation
We set the scope according to the transaction type and your priorities, focusing on what matters.
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Company review
We verify the ownership structure, governing bodies, founding documents and entries in registers and public lists.
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Contracts and liabilities
We review key contracts, loans, security, liabilities and associated risks, including change-of-control clauses.
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Assets, disputes and compliance
We investigate assets and real estate, ongoing and threatened disputes, enforcement proceedings, and employment and regulatory risks.
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Risk report
We summarise the findings in a clear report highlighting the most significant risks and recommending how to address them.
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Addressing risks in the agreement
We reflect the risks in the transaction agreement's price, representations and warranties, conditions precedent and retention.
Deliverablea clear report on the target company's legal risks
How it works
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- Scope and documentsday 0
We agree the scope of due diligence and obtain access to the target company's documents.
- Due diligence
We investigate the company, contracts, assets, disputes and liabilities and identify risks.
- Report and agreementdepending on scope
We deliver the risk report and address its findings in the transaction documentation.
No-obligation enquiry
Ready to start?
Send us an enquiry. We reply within 24 hours with a price confirmation and next steps. The first 30-minute consultation is free and commits you to nothing.
- 1Send your enquiry via this form
- 2Within 24 h you get a price confirmation and plan
- 3We start work only after your approval
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Or email us about this matter.
What clients ask
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What is legal due diligence?
It is an investigation of the target company or transaction that identifies legal risks before signing, from ownership and contracts through assets and disputes to liabilities and compliance. The result is a risk overview on which you can base your decision and transaction terms.
When is due diligence worthwhile?
Particularly when acquiring a company or ownership interest, bringing in an investor, making a major investment or providing financing. The cost is usually a fraction of the transaction value. Due diligence can identify risks the buyer would otherwise pay for. We can tailor the scope to the deal size.
What does the review cover?
Depending on the agreed scope: ownership and governing bodies, key contracts, assets and real estate, loans and security, disputes and enforcement, employment relationships, and regulatory or tax risks. We set the scope to match the type and size of the transaction.
How are identified risks addressed in the agreement?
Risks can be addressed through price adjustments, seller representations and warranties, conditions precedent, retention or a damages mechanism. We therefore connect the findings directly to the transaction agreement so they provide practical protection.
How long does due diligence take?
It depends on the company's size and the scope — from a few days for a smaller company to several weeks for a complex transaction. Once the scope is set, we provide a time estimate and price in advance.
Which tax matters do you examine?
We do not conduct a tax audit — that is a tax adviser's work. We examine tax risks with legal implications for the transaction and agreement: whether transferred capital assets carry an obligation to continue adjusting deducted tax, whether the target has published bank accounts and tax arrears, whether links between personnel create liability for VAT, and whether unused tax items will expire as a result of the transaction. Where the matter goes beyond legal assessment, we say so and involve a tax adviser — preferably before signing. We discuss one such risk separately in Can I be liable as a customer for VAT my supplier has not paid?.
Why do you ask about unused minimum tax credits?
Because they may expire without compensation as a result of the transaction. A positive difference between minimum tax and the tax calculated in the return may be credited over the following three tax periods, but under § 46b(8) of the Income Tax Act the entitlement expires on the taxpayer's dissolution without liquidation, entry into bankruptcy or entry into liquidation. If the target company enters a merger, the credit's value is lost and does not pass to the successor — so it cannot be counted as an asset in the price.
Legal Q&A
Common questions on this topic
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Can I, as a customer, be liable for VAT my supplier has not paid?
Yes. A VAT payer receiving goods or services is liable for tax at the preceding stage if the supplier has not paid it and, when the tax liability arose, the customer knew or should and could have known that it would remain unpaid. The Act lists three sufficient grounds for such knowledge: an unreasonable price, shared personnel or ownership between the parties, and payment to a bank account other than the supplier's published account.
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Is VAT payable on the sale of an enterprise or part of one?
Generally not. The sale of an enterprise, or part forming an independent organisational unit, is not treated as a supply of goods or services if the buyer is a VAT payer or becomes one by law. However, the buyer becomes the seller's legal successor for the assets transferred. If the seller does not provide information about VAT deducted on capital goods, the Act presumes a full deduction.
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A company that owns real estate has been deleted from the Commercial Register. Can anything still be done?
Yes, but only through the court. If assets that should have been dealt with in liquidation or bankruptcy are discovered after a company is deleted without a legal successor, the court, on an application by a person with a legal interest, orders supplementary liquidation, appoints a liquidator and restores the company's Commercial Register entry. Timing matters: if nobody applies within four years of deletion, the company's assets pass into state ownership.
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Further reading
Legal due diligence before buying a company: what is checked and what usually emerges
Pre-acquisition legal due diligence examines the chain of share transfers, customer contracts, employment, software and registers. The result is practical: findings shape representations and warranties, purchase-price escrow and price adjustments.
Read more →
Partial division: separating part of a business while the original company survives
Since March 2024, property, an ongoing project or an entire division can be separated into another company without dissolving the original entity or selling the business. A partial division under Act No. 309/2023 Z. z. transfers the selected part, and everything attached to it, on one date.
Read more →
Corporate minimum tax gains a fifth band in 2026: EUR 11,520
The consolidation package split the highest minimum-tax band and tripled the amount for companies with taxable revenue over EUR 5 million. The new amounts, exemptions and why a company newly formed through a merger must pay attention.
Read more →