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REQUIRED INFORMATION IN DUE DILIGENCE PROCEEDING

I. Corporate Detail:

1. – Corporate structure and corporation’s organization

2. - Corporate purpose of the company, operations and activities

3.- Articles of association -registration data

4.- Amendments to by-laws-registration data

5.- Legal books of the company

6.- Increase of capital stock pending registration

7.- Detail of share distribution according to the Shareholders´ Registry

8.- Copy of share certificates

9.- Detail of dividends payment within the last 3 years

10. Covenant to govern the transfer of shares and shareholders´ rights

11. Liens on shares: Endorsements as guarantor, deposits, pledges,


guarantee or administration trusts.

12. Remuneration agreements for executive officers of the company

13. Brief description of the company’s subsidiaries and invasions thereof in


other companies

II. Debts and Financing.

1.- Loan or financing agreements obtained or granted by the company


2.- Guarantees granted on loans or financing. Review of granting
documents and registration data whenever appropriate

i. Sureties

ii. Mortgages

iii. Pledges

3.- Relation of credit titles subscribed by the company, as well as any other
indebtedness pending payment.

4.- List of bank and securities accounts, as well authorized signatures.

5 - Trusts subscribed by the company.

6. –Reserves constituted with regards to contingencies derived from debts


or financing

7.- Evidence of compliance with the obligations consigned in the existing


financial documents.

III. Properties:

1. Registry reports of properties registered in the name of the company

2. Lease agreements

3. Easement rights that affect real assets of the corporation

4. Payment receipts of taxes, duties and contributions on properties

5. Approval of the electrical installation by the corresponding authorities

6. Construction licenses for buildings and work termination notices


IV. Brands and Patents:

1. Documents that justify invention patents, brand registration titles,


commercial notices, drawings, logotypes, authorship rights and industrial
models that are property of the Company or that were requested in favor
thereof.

2. Agreements or contracts that authorize the exclusive use or not of


patents, brands, logotypes, authorship rights and commercial names
in favor of the Company. In its case, describe important conditions
and relevant restrictions of these agreements.

3.- Documentation, related to administrative proceedings, trials in


which the company is part due to non-compliance or breaches for the
use of patent rights , brands, logotypes, authorship rights or
commercial names and in general, any other kind of intellectual
property. Describe the status of the trials and, if possible, the opinion
of the litigant on chances of success.

4.- Contracts of technical assistance, transference of technology,


franchise, administration and operation services of companies in
which the company has intervened.

5. - Vouchers that certify the payment of invention patents annuities,


authorship rights, brands and the use thereof according to the
corresponding legislation.

V. Operation Notices

1. Registration in the General Tax Payers Direction or other legal


appropriate registry regarding the fiscal identification according to the
legislation.
2.- Chambers of Industry and Commerce: registration according to
the activity of the Company and subsequent annual registration
renovations during the month of January of each year;
communications on change of activity or domicile, as well as the total
or partial suspension of its activities.

3.- Registry vouchers for state or municipal taxes.

4. - Notice to the fiscal authorities of capital increase, change of domicile,


etc.

5.- Notice to the administrative authorities other than fiscal, concerning their
operations.

VI. Accounting and Taxes.

1- Books and documents of the last five years related to the payment of
state and municipal taxes.

2.- Letters of the Company attorneys in reply of the auditors letters,


regarding possible contingencies with judicial implication.

3. - Evidence of the Company’s auditors stating that within the last


five years, it has

been in compliance with the local and international fiscal custom


provisions.

VII. Insurance, Bonds and Guarantees.

1.- Insurance policy obtained by the company or third persons, in


favor of the Company or its employees.

2.- Bonds obtained or granted by the company, including those that


guarantee:
(i) the payment of import duties

(u) eventual fiscal liabilities

(iii) fidelity on the part of employees

(iv) obligations of foreigners who work in the company granted


by virtue of the Lease agreements.

(v) special agreements to or in favor of the Company.

(vi) eventual contractual responsibilities

3.- Any other kind of personal guarantees granted by the company


such as for example, sureties . security on real assets and other
goods of the Company.

VIII. Labor and Social Security aspects.

1.- Insurance policies obtained by the company or third parties, in


favor of the Company or its employees.

2.- Labor contracts:

(i) With reliable employees

(ii) Individual and/or collective with workers. Describe


relevant aspects of the Union Agreements of the
company.

(iii) Evidence of profits distribution to workers, regarding the


last concluded fiscal year, according to the applicable legal
provisions (in case it is appropriate according to the activity of
the company).
(iv) Relation of labor trials filed against the company and that
are pending indicating the contingent liabilities.

(v) Employer’s Registry of the company in the Social Security


and voucher of the employer’s - employee’s contribution.

(vi) Classification of the company for social security purposes.

(vii) Registry of the company in any other Institute that, for the
benefit of the employees, enforces the legislation of the
country.

(viii) Unions and the relationship maintained by the company


with them. Describe the main aspects of the agreements with
them.

(ix) Labor Union. Describe the main aspects of the agreements


with them including, without limitation, the rules related to the
severance pay.

IX. Agreements.

1. Detailed report of any important agreements entered into by the Company.

2. Detailed report of all Lease agreements entered into by the company as


Lessors or Tenants, especially those related to real assets in general,
indicating legal effect, amounts and other important aspects.

3. Detailed report of work contracts entered into by the Company.

4. Detailed report of all other agreements entered into by the Company in


regards to the real assets.
5. Detailed report of all agreements of technical assistance, know-how,
administration, advise, transference of technology, franchise or similar
agreements entered into by the Company.

6. Documentation on royalty payments made within the last five years

7.-Detailed report of Agreements entered into by the government or municipalities.

8.-Commission and Supply agreements.

9.- Agreements entered into by the Company with its shareholders, officers and
counselors.

10. Report of agreements entered into with clients for the rendering of services.
Enclose a sample.

11.- Detailed report of other kinds of Agreements whose contribution is equal to or


greater than US$10.000.00 (Ten thousand dollars, legal currency of the United
States of America).

X. Litigations

1.- Civil, mercantile, labor, fiscal, administrative and criminal trials in which
the company participates and which are pending resolution

2.- Constitutional trials in which the company is involved, including


complaints based on the violation of constitutional rights, unconstitutionality
actions brought by the company or in which it participates as damaged third
party

3.- Trials of criminal nature in which the company or its officers are involved.

4.- Opinion by the internal or external litigants that conduct these trials

5.- Possible causes of future controversies.


XI. Public services and supplies

1.- Payment receipts of electricity supply services

2.- Payment receipts for water consumption from the public supply system

3.- Telephone services as well as payment receipts

4.- Other utilities

XII. Health and Environment

1.- Sanitary license

2.- Sanitary registries required by the company according to its purpose

3.- Previous authorizations issued by the environmental authorities regarding the


environment protection for the performance of activities with possible
environmental impact including:

i. permits and specific conditions for the discharge of sewage;

ii. licenses related to pollution sources, if any

4.- Reports on environmental impact, submitted before the corresponding


authorities for these to determine if an authorization is required to perform such
activities

5.- Brief description of events that affect the environment

6.- Documents related to the proceedings in progress or pending resolution before


the environment protection authorities.

XIII. List of prices


1.- In case of being subject to prices control, a list of registered prices before the
competent authorities.

XIV. Concessions

1.- System applicable to the concession

2.- Territory included in the concession

3.- Term of the concession

4.- Expiration date

5.- Obligations derived from the concession

6.-Causes of revocation or advanced termination

7.- Transmitting and research equipment

3.- Other licenses and permits under the applicable law

9.- Opinion from internal and external attorneys of the company


regarding the viability of the renovation or prorogation of the
concessions.

10. Main obligations before the communication authorities of the


country, derived from the granting of the concession.

XV. Miscellaneous

1.- Long-term agreements entered into for the purchase or supply of raw
materials.

2.- Agreements entered into for the sale or distribution of its products.

3.- Agreements entered into with agents, mediators or commissioners


4.- Agreements, covenants and contracts of any kind that have not been
mentioned

5.- Permits and immigration visas of foreign personnel working in the company

6.- Summary of the legal applicable provisions in advertising matter and the
transmission thereof.

7.- Summary of applicable provisions in programming and contents matters

8.- Compliance with the legal applicable provisions in ecologic and


environmental control matters.

9.- The most recent organization chart of the company.

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