A major deal without surprises: what to check before signing

  • Obtain a current ASP extract and match it against the contract and invoice.
  • Establish whether the signatory can assume the proposed obligations.
  • Review who ultimately controls the company.
  • Check available signals of security interests and disputes.
  • Match the advance, credit term and security to the risk.

A counterparty check answers who the company is contracting with, who can sign, and what happens if performance falls short. A material exposure calls for registry, document and contract review together.

Start with the ASP extract and identity details

An ASP State Register extract includes the IDNO, registration date, registered office, administrator, capital, shareholders, stakes, main activity and beneficial-owner information. An electronic extract has the same legal value as a paper extract.

Match the data with the contract, invoice, bank account, power of attorney and correspondence. Clarify payment to a third-party account that has no contractual explanation. The extract does not certify reputation or solvency.

Check who signs and on what authority

Check the administrator in the extract. If another person signs, request the power of attorney and confirm its validity, issuer, monetary limit and scope.

A share sale, material asset disposal, guarantee or significant loan can require the articles of association or corporate approval. Request those documents where the transaction warrants it.

Review shareholders and beneficial owners

A shareholder and beneficial owner are not always the same person. A beneficial owner ultimately owns or controls the company; a stake above 25% is one criterion of direct ownership.

The review can reveal a conflict of interest, affiliation or a recent change that needs explanation. A complex structure is not automatically misconduct, but it calls for closer review of payment and security.

Check the deal before funds are transferred

A lawyer can review the counterparty, the signatory's authority and the contract terms to assess an acceptable level of risk.

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Check security interests, disputes and financial warning signs

Look for specific signals, not a broad reliability verdict. The Register of Real Movable Guarantees is relevant for vehicles, equipment, inventory and other movable property; it records pledges and can generate a confirmation concerning the absence of pledged assets.

Review available court information and insolvency indicators. No result in one source does not prove there are no debts or claims. Look for recurring disputes, changes of administrator or address, asset sales and disproportionate advance requests.

Request documents that no public register can replace

Before a material advance or credit term, request the ASP extract, signing authority, corporate approvals, a recent tax-arrears certificate supplied by the counterparty, relevant licences, title documents and payment or security documents.

A tax certificate is not an analysis of every debt, but refusal to provide one or an unexplained inconsistency can justify changing the terms or performing deeper review.

Put the review result into the contract

At higher risk, consider staged payments, retention, security, suspension rights, a duty to disclose material changes and consequences for inaccurate representations.

For assets, clarify ownership, documents, security interests, transfer of risk and third-party claims. For credit terms, define delivery evidence, due date, delay and security. Reducing the advance or removing credit may sometimes be enough.