Due diligence is a check of a company before purchasing its share (interest). It answers one question: what exactly are you buying along with the company and what obligations will become yours. By acquiring a share in an SRL, you buy the legal entity as a whole — with its debts, tax periods, lawsuits and contracts. The previous owner does not bear responsibility for them after the transaction, unless this is separately specified in the agreement.
Below is a working checklist: what to request, what exactly to check, and which answers should be considered “red flags”. For each step, we provide real-life types of situations we have encountered in practice in Moldova. This is a continuation of the material Infographic – sale of LLC (company, share) in Moldova.
How long does the check take and what does it consist of
| Format | Timeframe | What it includes |
|---|---|---|
| Express check | 1–3 working days | Register, tax debts, share pledges, courts, insolvency. Answers the question ‘can we proceed at all’. |
| Standard Due Diligence | 5–10 working days | All of the above plus financial statements for 3 years, bank statements, contracts, personnel, assets. |
| Extended | 10–20 working days | Plus inventory, counterparty check, tax analysis of additional assessment risks, industry licenses, intellectual property. |
Deadlines are counted from the moment the seller actually transferred the documents, not from the request date. Delaying the transfer of documents is itself information about the transaction.
Step 0. Preparation: confidentiality agreement and document request
Before the seller hands over anything, two documents are signed: an NDA (confidentiality agreement — it protects the seller too) and an agreement of intent, which records the preliminary price, the due diligence period, and exclusivity for that period. At the same time, a single document list (data request list) is sent, so as not to request them one by one over two weeks.
Minimum request list:
- Extract from the State Register of Legal Entities, issued no earlier than 5–10 days ago.
- Constituent Act in the current version and all amendments thereto.
- Minutes (resolutions) of the general meeting of participants for the last 3 years.
- Financial statements for the last 3 years and trial balances.
- Certificate of absence of debts to the national public budget.
- Bank statements for all accounts for the last 12 months.
- Register of current contracts: lease, loans, leasing, suppliers, key clients.
Step 1. Corporate verification: who actually owns the company
What we check line by line:
- Composition of participants and size of shares: the extract from the register = the constituent act = the agreement you are offered to sign. All three sources must match.
- Whether there is a lien, seizure, or other encumbrance on the share.
- Do the administrator’s powers remain valid and has his mandate not expired — the agreement is signed not by the “de facto director,” but by a person with valid powers.
- Has the charter capital been fully contributed.
- Does the constitutive act contain special conditions for the alienation of the share (consent of the meeting, restrictions for third parties).
Example. The seller shows the constitutive act of 2019, where he is the sole participant. In a fresh extract, there are already two participants: 60% and 40%. The second participant does not know about the sale, and he has a preemptive right to purchase the share. A deal concluded without his written refusal or without following the notification procedure is challenged in court.
Example. The share is pledged under a bank loan agreement. Without the pledgee’s consent, changes will not be registered, and if the transaction is still completed by circumventing, the pledge remains with the new owner: the bank can foreclose on the share you have already paid for.
Step 2. Tax audit: the main source of hidden debts
What we request: a certificate of no tax debts, tax returns for the last 3 years, acts and decisions on conducted audits, data on VAT payer status.
What we specifically check:
- Date of the certificate of no debt — it reflects the status as of the date of issue, so a fresh one is taken, and on the day of the transaction it is requested again.
- Whether the turnovers in declarations match the turnovers in bank statements.
- Which tax periods are still not closed by the statute of limitations — it is for these that additional charges may be possible after the change of ownership (as a general rule, the statute of limitations for tax liabilities in Moldova is 4 years, but its running may be interrupted).
- For large suppliers — whether their VAT payer status is active and whether it has been retroactively cancelled.
Example. The company deducted VAT on a supplier whose VAT payer registration was later retroactively annulled. Eight months after the purchase, the tax authorities disallow the deductions and charge additional VAT with penalties. The obligation lies with the company — that is, now on the new owner. This is resolved not by disputing with the tax office, but in advance: by the seller’s warranty in the contract and retention of part of the price.
Step 3. Financial review: distinguishing a real business from polished financial statements
- Balances in bank accounts and cash are checked against the bank statement, not against an accounting certificate.
- Accounts receivable: which portion is overdue by more than 12 months — such amounts are usually no longer collectible but continue to be recorded as an asset.
- Accounts payable: to whom, under what terms, and whether there are any arrears.
- Revenue structure: the share of one buyer. If a single client contributes 60–70% of turnover, you are buying not a business but a single contract.
- Affiliation: whether large turnovers represent merely movement of funds between related companies.
- Inventory and equipment are verified through physical inventory count, not just a line item in the balance sheet.
- Loans, leasing, overdrafts: payment schedule, collateral, early repayment conditions.
- Sureties and guarantees for third parties — the most common “invisible” item: it may not appear on the balance sheet.
- Lease of premises: term, lessor’s right to terminate the contract upon change of ownership, procedure for indexation of the rate, fate of the security deposit.
- Change of control clause in contracts with key clients, banks, and franchisors.
- Warranty obligations for already performed works and supplied goods.
- Long-term contracts with unfavorable conditions and penalties for early termination.
- Cases where the company is a defendant: amount of claims, stage, probability of recovery, whether a reserve has been created.
- Cases where the company is the claimant: whether the “receivables asset” is actually a long-standing dispute.
- Enforcement proceedings and seizures of accounts and property.
- Initiated or completed insolvency proceedings, including those of affiliated persons.
- List of employees, positions, salaries, wage arrears and contributions.
- Employment contract with the administrator: duration, termination conditions, compensation amount.
- Accumulated unused vacations are a monetary obligation of the company.
- Key employees: will they leave with the previous owner, are there non-competition clauses.
- Are actual workers formally registered — unregistered personnel means risk of fines and additional contribution assessments.
- Real estate and vehicles: ownership right, seizures, pledges, actual possession.
- Pledges of movable property — verified through the pledge registry, not based on the seller’s word.
- Licenses and authorizations: validity period, conditions for retention upon change of owner, need for re-registration.
- Trademark, domain, website, source code, accounts in advertising systems and social networks, customer databases — who they are legally registered to.
- Software: whether it is licensed, who owns the rights to the developments.
Example. A turnover of 4 million lei per year looks like a working business. From the bank statements, it is clear: 3.6 million is proceeds from a company affiliated with the seller and reverse payments to the same company. The actual revenue from independent clients is about 400 thousand lei. The “history and turnover” for which a price premium was requested turns out to be technical.
Example. The balance sheet shows inventory of 250,000 lei. The physical stock count at the warehouse is 60,000 lei worth of goods: some have been sold, some are damaged and written off only “on paper” later. The difference is your money if the price was calculated from the net asset value.
Step 4. Contracts and obligations, including off-balance sheet
Example. The company acts as a surety for a loan of a “friendly” firm for 1 million lei. There is no obligation in the balance sheet – it is off-balance sheet. The principal debtor stops paying six months after the transaction, and the bank submits a claim to your company. This can only be verified by a bank inquiry and reading all credit files, not from the financial statements.
Example. In a contract with a client that brings 60% of the revenue, there is a clause: upon change of participants or the administrator, the client has the right to terminate the contract by giving 30 days’ notice. You are buying revenue streams that might disappear in a month. The solution is to obtain written confirmation from the client about continuing cooperation before signing the share purchase agreement.
Step 5. Courts, enforcement proceedings, insolvency
Example. A claim for 300,000 lei was filed three weeks before the transaction. There is no provision in the accounting records; the seller calls it a “misunderstanding with a former contractor.” Four months later — a decision not in favor of the company. The payment amount falls on the new owner if the contract did not contain a seller’s guarantee regarding disputes arising before the transaction date.
Step 6. Personnel and obligations to employees
Example. The previous administrator’s contract stipulates compensation equal to 12 average salaries upon early termination initiated by the company. Changing the administrator — a routine step immediately after the deal — turns into a bill of several hundred thousand lei. The clause must be either amended before the deal or factored into the price.
Step 7. Assets, Licenses and Intellectual Property
Example. The domain, hosting, and advertising accounts are set up under the former director’s personal account, not the company’s. After the deal, he ‘doesn’t remember the passwords’ — the site and advertising stop, and domain recovery turns into a separate dispute. The transfer of access credentials must be a separate clause in the contract and a handover act on the day of the transaction.
Step 8. How Due Diligence Findings Become Contractual Protection
A Due Diligence report ends not with a description, but with a list of risks and a decision for each. There are always three options: reject the transaction, reduce the price by the risk amount, or close the risk with a legal mechanism.
- Seller’s representations and warranties — a list of statements about the company’s condition (no hidden debts, lawsuits, encumbrances, all reports are accurate) with liability for their inaccuracy.
- Indemnity obligation — the seller indemnifies the amounts the company will pay for obligations incurred prior to the transaction date.
Frequently Asked Questions
Is it possible to buy a company without Due Diligence if the seller is an “acquaintance”?
Formally, yes — the law does not require verification. But the company’s obligations transfer to you along with the share, regardless of whether you knew about them or not. An acquaintance with the seller does not cancel either additional tax assessments for past periods, or a guarantee for a third party that he himself may have forgotten about. The minimum you should always do is an express check within 1–3 days.
Do the company’s debts transfer to the new owner?
Debts remain with the legal entity. The participant changes, not the debtor — the company continues to be liable for its obligations with all its property. That is why buyer protection is built into the contract: seller’s guarantees, indemnification of losses, and withholding a portion of the price until the expiration of the period during which risks may materialize.
What to do if the seller refuses to provide documents?
Part of the information is available even without it: the composition of participants and encumbrances — from the State Register, pledges — from the pledge register, court cases and insolvency proceedings — from open sources. If after a signed NDA the seller does not provide financial statements and bank statements, this is an independent conclusion about the deal: buying a company with a closed history means accepting all its risks blindly.
Will the company’s licenses be retained after a change of owner?
The license is issued to a legal entity, so upon a change of participants it is typically preserved. However, for certain types of activities there are requirements regarding the owners, manager, or staff qualifications, and some permits require notification or reissuance. You need to check for the specific type of activity before the transaction, not after.
Is it mandatory to go to a notary when buying a share?
No, that is not the only way: the parties have the right to draw up and sign the share transfer agreement themselves. However, the requirements for its content are not relaxed because of this — an agreement with imprecise wording either fails registration of changes or does not protect the buyer when a few months later an additional tax assessment or a lawsuit comes up. Therefore, the meaningful choice is not ‘notary or not’, but who drafts the text and whether it includes the seller’s guarantees, the settlement procedure, and liability for periods before the transaction. The parties may add notarial certification at their discretion — as an additional guarantee in case of a large amount or an unfamiliar counterparty.
How long does the entire transaction take, including verification?
Approximately one to three weeks: express verification and negotiations — a few days, standard Due Diligence — 5–10 working days, preparation and signing of the agreement — 1–2 days, registration of changes with the Public Services Agency — usually 1–3 working days (there is an expedited procedure for an increased fee). The law does not require going to a notary: the parties are entitled to draw up and sign the contract themselves, but the text must be legally competent.
Is the seller’s spouse’s consent required for the sale of a share?
If a share was acquired during marriage, it most likely constitutes joint property, and the spouse’s consent is required. The absence of such consent is one of the most common grounds for challenging the transaction later. This issue is checked at the negotiation stage, not at the notary on the day of signing.
Order Due Diligence and Transaction Support
The BUSINESS LIGA SRL agency conducts a company audit, prepares a share transfer agreement with protective conditions, and carries out re-registration at the Public Services Agency. We also sell companies that we have serviced ourselves and whose history we know — debt-free, with real turnovers. Tell us which company you are considering, and we will give you the scope of the audit and the timeframe. Phone and messengers: +373 67 666 333 · WhatsApp · contacts
. You can leave a request with documents on the document ordering page.The deadlines, fees, and requirements are given as of the publication date and are re-verified for each specific transaction. The material is informational in nature and does not replace legal advice for your situation.
BUSINESS LIGA SRL · bizmoldova.com · +373 67 666 333 — the material has been verified and published in full.