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DUE DILIGENCE
  • Due Diligence is a set of measures to form an objective understanding of the Target – investment object. Due diligence, the price of which is determined by a number of factors, is very important for each business owner, as it allows them to understand the fair value of the Target and the risks involved. When should a consultant be involved:
    • — The company is considered as an object of investment or before its acquisition;
    • — The company must be prepared before the merger / acquisition / sale;
    • — It is planned to purchase the assets of the company: securities, intellectual property, – or in order to prepare company for the ICO;
    • — it is required to identify current irregularities in the company’s activities before its sale or in order to minimize the risks of its future activities.

    • As a rule, an integrated Due Diligence includes legal, financial, tax audit and assessment of the operating structure of the Target. We will advise you on the tasks you have set and determine the perimeter of Due Diligence specifically in your case. Below, please, find an approximate list of issues subject to the integrated DUE DILIGENCE by types of audits.

1.LEGAL DUE DILIGENCE
  • 1.1.Corporate issues
    • 1.1.1.verification of the establishment / reorganization / registration / registration of the Target as well as it`s subsidiaries, branches, representative offices with tax authorities;
    • 1.1.2.audit of compliance with maintained legal requirements with respect to the formation of the Target`s share capital;
    • 1.1.3.audit of the compliance of the parent documents with the requirements of the legislation;
    • 1.1.4.Analysis of Target participants/shareholders` agreements, agreements with Target as a participant/shareholder, preparation of a list of these agreements, their parties, summary of content;
    • 1.1.5.Analysis of the limitations on the divestiture of shares\stakes in Target’s share capital;
    • 1.1.6.Title check with respect to the shares/stakes in Target’s share capital, presence of share/stakes burdens in the Target’s share capital;
    • 1.1.7.Analysis of the structure of the Target`s management bodies and verification of compliance with the law in their formation, establishing the board of the management of Target;
    • 1.1.8.Determining the number of persons authorized to make transactions on behalf of the Target, checking the legality of their authority, analysis of the procedure for recording of power of attorney issued in the Target; analysis of powers of attorney issued;
    • 1.1.9.verification of compliance with other requirements of corporate law: disclosure / provision of information, maintaining a list of participants / shareholders register, etc.
    • 1.1.10.verification of the Target’s membership in unions, associations, self-regulatory organizations.
  • 1.2.Business activity
    • 1.2.1.verification of compliance of standard forms of Target agreements with the requirements of current legislation;
    • 1.2.2.audit of 30 material agreements concluded by the Target (in particular the price of which exceeds the agreed level of materiality);
    • 1.2.3.Check for approvals of large and targeted transactions, excluding financial liabilities;
    • 1.2.4.checking the availability of permits, licenses and certificates required for the running the main activities of the Target;
    • 1.2.5.providing a list of instructions / decisions and other documents issued as a result of audits of the Target’s economic activity by state bodies, check of their fulfillment; overview of possible risks and consequences in case of non-compliance with such requirements / decisions.
  • 1.3.Real estate
    • 1.3.1.overview of the Target’s Real Estate;
    • 1.3.2.check of title to real estate owned by Target, and the presence of encumbrances of such objects;
    • 1.3.3.checking the procedure for the Real estate rights` registration;
    • 1.3.4.verification of compliance with the legal requirements provided for the construction / reconstruction of capital construction facilities;
    • 1.3.5.verification of compliance with the order of commissioning / decommissioning of capital construction facilities;
    • 1.3.6.Analysis of the risks of the Target’s real estate loss.
  • 1.4.Labor Relations
    • 1.4.1.Analysis of the employment contract with the CEO, including additional guarantees and compensation for the early termination of employment contracts (‘golden parachutes’, etc.)
    • 1.4.2.Analysis of model employment contracts with employees, model job descriptions, model orders for employment, changes in working conditions and dismissal of employees.
  • 1.5.Dispute Resolution
    • 1.5.1.Analysis of the Target’s procedure for dealing with third-party claims;
    • 1.5.2.Providing a list of pending and possible disputes involving Target in the courts of general jurisdiction, commercial and arbitration courts;
    • 1.5.3.Preparation of a list of pending and potential administrative proceedings involving Target;
    • 1.5.4.Analysis of the pending and potential enforcement proceedings involving Target.
2.TAX DUE DILIGENCE
  • 2.1.Tax Status and Tax Environment
    • 2.1.1.Analysis of material tax accruals for the selected period of audit (usually a period not covered by field tax audit) for the correctness of their calculation and timeliness of payment. Material taxes include income tax, VAT, property tax, insurance payments to extra-budgetary funds;
    • 2.1.2.Analysis of Target’s tax liabilities regarding material taxes for a selected period of audit (usually a period not covered by field tax audit);
    • 2.1.3.Analysis of the stability of the Target`s tax position (application of aggressive tax schemes and tax planning, etc.).
  • 2.2.Tax audits and litigation
    • 2.2.1.Analysis of the status and results of recent tax and other state`s audits (additional tax assessments, fines, interest, etc.); comments on acts of reconciliation with the tax authorities for the selected audit period (as a rule, the period not closed by the field tax audit)
  • 2.3.Tax Aspects of a Business
    • 2.3.1.Analysis on a selective basis of major contracts with counterparties;
    • 2.3.2.Analysis of the economic feasibility of the Target’s material expenses;
    • 2.3.3.Analysis of the tax implications of the material one-off and unusual transactions;
    • 2.3.4.Consideration of the procedure of recognition of specific industry transactions for tax purposes and assessing related tax risks.
  • 2.4.Tax assets and tax liabilities
    • 2.4.1.assessment of the possibility of using existing tax assets (if any);
    • 2.4.2.analysis of fixed and deferred tax liabilities of the Target.
3.FINANCIAL DUE DILLIGENCE
  • 3.1.Overview of Major Target Buyers and Suppliers
    • 3.1.1.Target buyers and suppliers’ structure;
    • 3.1.2.Analysis of key suppliers by category and volume of supplies, consideration of possible dependence from the key suppliers.
  • 3.2.Analysis of Target’s purchase and sale prices:
    • analysis of applied prices for Target’s transactions with major counterparties, the turnovers for which over the selected period of audit have exceeded the agreed level of materiality.
  • 3.3. Financial results
    • 3.3.1. analysis of the main factors affecting the revenue, expenses and profitability of the Company:

      ▪ revenue and cost structure by type, major changes;
      ▪ analysis of the main factors affecting profit indicators.

    • 3.3.2.analysis of cost accounting and cost control systems.
  • 3.4.Contingent assets and liabilities:
    • 3.4.1.overview of unaccounted and contingent liabilities (based on discussion with management and analysis of the information provided);
    • 3.4.2. overview of pending and possible litigation.
4.DUE DILIGENCE OF TARGET`S OPERATING STRUCTURE
  • 4.1.Organizational diagnosis and analysis of organizational and functional structure of Target.
    • 4.1.1.General overview of the corporate structure of the Target.
    • 4.1.2.General overview of the organizational structure of entities included in the perimeter of the Target.
    • 4.1.3.General overview of the Target management model and plans for its improvement.
    • 4.1.4. General assessment of the compliance of the current business structure with the Target strategy.
    • 4.1.5. General assessment of the correspondence of the current state of the Target to its development strategy.
    • 4.1.6.General assessment of the managerial and financial management model.
    • 4.1.7.General overview of the regulatory framework of the Target (including its completeness, relevance, compliance with the strategy and reflection of the specifics of Target enterprises).
    • 4.1.8. General overview of Target business expansion plans.
    • 4.1.9.General overview of the procedure for new companies` integrating into the existing Target business.
  • 4.2.Analysis of the Target`s development for the selected period and development plans for the coming period.
  • 4.3.Analysis of the asset and financial investment management system.
  • 4.4.Analysis of Target’s Interactions with subsidiaries.
  • 4.5.Express analysis of key business processes.
  • 4.6.Supply chain analysis.
  • 4.7.Analysis of the import component in the Target business.
  • 4.8.Target HR System Analysis.
  • 4.9.Analysis of the degree and quality of automation.
TAX AUDIT

Object to tax audit:

Annual, quarterly tax returns, accounting and tax accounting data, internal policies of the company, operations and counterparties – for compliance with the requirements of Article 54.1 of the Tax Code of the Russian Federation, analysis of discrepancies with accounting and, if necessary, with management accounting.

Tasks that the tax audit solves:

– identification of tax reserves and overpayments to the budget

–  brief report on the company’s tax status for owners, for example, in order to check the effectiveness of the accounting department or hired employees

– management of tax, corporate, financial risks and reduction of uncertainty regarding the outflow of funds in the event of an field tax audit

– assessment of the potential amount of additional taxes and fees after the decision to conduct an field tax audit and at the stage of pre-audit analysis

– tax audit as part of the financial internal corporate investigation for the theft of the company’s property

– preparation of witnesses in the framework of field tax audits (express audit)

– development of a protection strategy during an field tax audit (express audit)

Cases when an initiative tax audit is needed:

  • The CEO, financial director or chief accountant of the company has been changed or been dismissed.
  • The liquidation or reorganization of the company has been launched.
  • Change of founders during the sale of the company
  • Changes in legislation
  • The company has been included in the tax authorities’ audit plan; an field tax audit or control and analytical work (pre-audit analysis) is being carried out against the company; there is information about transactions with which counterparties are the subject of an in-depth tax audit.
TAX COMPLIANCE

Development of tax risk management technology (tax compliance). Preparation of a tax risks rating. Analysis of the feasibility of business restructuring.

Tax security risk is the potential use of vulnerabilities of an asset or group of assets by a specific threat to cause damage to an organization (ISO/IEC 27005:2008). Tax risk is an uncertainty involving the possibility of losses (damage) (STO BR IBBS)…

Tax risk management largely depends on the availability of information about the probability of occurrence and the magnitude of their consequences, expressed by cost indicators.

Perimeter of work:

Analysis of tax risks within the framework of probabilistic models:

– development of a matrix for determining the probability of tax risk

– development of a matrix for determining the amount of tax risk

– determination of the level and category of tax risk

– analysis of identified tax risks based on the results of the conducted tax audit

– The use of probabilistic indicators for assessing the risk of changes in tax parameters when choosing a tax risk management strategy

– Justification of the feasibility of business restructuring based on margin analysis (CVP).

TAX COMPLIANCE with respect to counterparties

Development and implementation of procedures and legal mechanisms aimed at assessing counterparties in order to identify and reduce tax, corporate, and financial risks.

Perimeter of work:

Development or revision of the internal regulations of the Company (Holding) confirming the assessment of counterparties before concluding contracts and (or) during the current cooperation, as well as pricing;

Development of the counterparty evaluation matrix;

Audit of counterparties for the period covered by the field tax audit (with the established amount of materiality of tax risks);

Audit of current counterparties (with the established amount of materiality and nature of risks);

Preparation of dossiers of selected counterparties to reduce the risks of bringing to subsidiary liability and additional tax charges based on the results of an on-site tax audit;

Training of the company’s personnel for further monitoring of counterparties and interaction of departments within the framework of developed counterparty assessment procedures.

Tasks to be solved:

– the presence of arguments in support of the manifestation of commercial prudence of the enterprise when concluding contracts with counterparties, which the tax authority, according to the results of the tax audit, classified as “technical”, “transit” companies.

– reducing the risks of bringing owners to subsidiary liability in disputes about the deliberate bankruptcy of the company

– reduction of financial risks associated with non-fulfillment of contractual obligations by counterparties (as part of control over accounts receivable and accounts payable)

Tax reserves`s diagnostics. Tax overpayments`s refund.

Tax reserves or hidden overpayments are overpaid taxes and a possible source of replenishment of the company’s funds. The presence of hidden overpayments is due to the incomplete use of opportunities, benefits and preferences provided by tax legislation, as well as due to changes in court practice.

Stages of work:

  1. Conducting an initiative tax audit (selective audit of tax and accounting areas)
  2. Preliminary calculation of tax reserves and legal basis for making a refund (offset).
  3. Supervising the collection of documents and information necessary for the return (offset) of the amount of identified and agreed tax reserves
  4. Preparation of an updated tax return, an explanatory note on the amounts of identified tax reserves and the formation of a list of appendices to them.
  5. Preparation of responses to Requests for explanations and documents regarding the updated indicators of tax returns
  6. Preparation of objections to the act of the desk tax audit and participation in the consideration of the materials of the desk tax audit.

The accounting department of the Company prepares applications for offset (refund) in terms of successfully contested amounts of overpayments.

TAX RECONSTRUCTION

Valid tax obligations are understood as determining the final obligation to pay taxes in such a way as if the taxpayer did not abuse the law.
Such an obligation is imposed on the tax authority, but the taxpayer must take an active part in establishing the VTO.

Stages of work:

– analysis of the act (decision) on the field tax audit to resolve the issue of the possibility of tax reconstruction

– preparation of the methodology of tax reconstruction and the list of necessary information and documents

– preparation of calculations to substantiate the real amount of the company’s actual tax liabilities based on the results of the analysis of the documents and information provided

– execution of the submitted calculations is possible as a conclusion of a specialist; as part of objections to the act of the field audit or an appeal claim against a decision in case of ordering a comprehensive service (preparation of objections or an appeal with the calculation of real tax obligations).

Support and challenging the results of tax audits

The average duration of a field (all taxes and fees) tax audit is 1.5 years, thematic (usually only for VAT) – six months.

During the audit, such tax control measures as inspection of the premises, seizure of documents and their carriers, interrogations of witnesses may be carried out.

The results of the activities carried out are a serious evidence base. The lack of qualified legal support from the beginning of the tax audit (the moment of receipt of the Decision to conduct a tax audit or at the stage of control and analytical work) and, as a result, the protection strategy in almost 100% of cases reduces the perspective of appealing acts and decisions of tax authorities to a minimum.

Perimeter of work:

  1. Preparation of witnesses for questioning by the tax authority (instructing staff, developing and reporting positions, “managing” testimony).
  2. Protecting the interests of the company during the inspection of the territory and , seizure of documents and their carriers (instructing the management and staff of the company, participating in the preparation of the protocol, appealing against illegal actions of employees of the tax authority or the results of the seizure of documents and their carriers).
  3. Preparation of written responses, coordination of accounting staff in terms of collecting requested documents, information on the requirements of tax authorities. Appeal against illegal claims, actions, decisions of the tax authority.
  4. Preparation of objections to the tax audit act and additional act to the tax audit (based on the results of additional tax control measures)
  5. Participation in the consideration of tax audit materials.
  6. Preparation of an appeal claim against a decision based on the results of a tax audit to a higher tax authority (department of the federal tax service for the territory).
  7. Preparation of applications for postponement (installment) if there is legal basis provided for by the Tax Code of the Russian Federation; analysis of compliance with the order of collection during the adoption of interim measures and challenging the violations identified – in order to prevent the blocking of the company’s accounts.
  8. Preparation of a claim to the Federal Tax Service of Russia.
  9. Court appeal against illegal decisions of the tax authority.
BUSINESS STRUCTURING

Perimeter of work:

– Analysis of the possibility of using tax planning tools and building corporate structures to achieve corporate and owner security objectives: choosing an effective organizational and legal form of doing business; revision of the charter (constituent agreement); cross-ownership; board of directors; option for a share/shares in the company; corporate agreement; contractual structure within the holding, analysis of the possibility of using preferential taxation regime in the Russian Federation (SEZ, SAR)

– Analysis of the possibility of using international tax planning tools and building corporate structures to achieve the objectives set: improving the tax efficiency of holding companies using the taxation regimes of Cyprus and the UAE

Tasks to be solved:

– Maintaining the status of the Group’s companies within the framework of SMEs (public procurement, subsidized loans);

– Improvement of ownership security: asset protection, mutual guarantees of partners, coincidence of actual and legal areas of responsibility of top management

– Improving the efficiency of intra-group financing, reducing tax risks. Protection against unreasonable claims in artificial crushing.

CORPORATE INTELLIGENCE

Perimeter (optional)

  • factual information about the company of interest;
  • express assessment of the financial condition of the Company;
  • information about the company’s promotions;
  • information about the balance of the company, as well as about the debt of the company to the budget;
  • investment information;
  • information on development prospects, as well as analytical reviews in the dynamics of the entire industry;
  • personal information about the management of the company;
  • computer materials.
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SERVICES SERVICES
SERVICES
DUE DILIGENCE

Due Diligence is a set of measures to form an objective understanding of the Target – investment object. Due diligence, the price of which is determined by a number of factors, is very important for each business owner, as it allows them to understand the fair value of the Target and the risks involved. When should a consultant be involved:

— The company is considered as an object of investment or before its …

Read more
ORDER
TAX AUDIT

Tax audit is carried out in the form of an initiative audit (audit based on annual and quarterly tax returns before reporting) in order to identify tax risks, errors in tax and accounting, availability of tax reserves and overpayments for the specified period. This audit includes both arithmetic reconciliation of the indicators of tax returns and book-keeping accounting and tax records, as well as audit of a chosen individual …

Read more
ORDER
TAX COMPLIANCE

Development of tax risk management technology (tax compliance). Preparation of a tax risks rating. Analysis of the feasibility of business restructuring.

Tax security risk is the potential use of vulnerabilities of an asset or group of assets by a specific threat to cause damage to an organization (ISO/IEC 27005:2008). Tax risk is an uncertainty involving the possibility of losses (damage) (STO BR IBBS)…

 

Read more
ORDER
TAX COMPLIANCE with respect to counterparties

Development and implementation of procedures and legal mechanisms aimed at assessing counterparties in order to identify and reduce tax, corporate, and financial risks…

Read more
ORDER
Tax reserves`s diagnostics. Tax overpayments`s refund.

Tax reserves or hidden overpayments are overpaid taxes and a possible source of replenishment of the company’s funds. The presence of hidden overpayments is due to the incomplete use of opportunities, benefits and preferences provided by tax legislation, as well as due to changes in court practice…

Read more
ORDER
TAX RECONSTRUCTION

Valid tax obligations are understood as determining the final obligation to pay taxes in such a way as if the taxpayer did not abuse the right
Such an obligation is imposed on the tax authority, but the taxpayer must take an active part in establishing the VTO…

Read more
ORDER
Support and challenging the results of tax audits

The average duration of a field (all taxes and fees) tax audit is 1.5 years, thematic (usually only for VAT) – six months.

During the audit, such tax control measures as inspection of the premises, seizure of documents and their carriers, interrogations of witnesses may be carried out.

The results of the activities carried out are a serious evidence base. The lack of qualified legal support from the beginning of the tax audit (the moment of receipt of the Decision to conduct a tax audit or at the stage of control and analytical work) and, as a result, the protection strategy in almost 100% of cases reduces the perspective of appealing acts and decisions of tax authorities to a minimum…

Read more
ORDER
BUSINESS STRUCTURING

Structuring a business taking into account tax efficiency, corporate and owner security.

Perimeter of work:

– Analysis of the possibility of using tax planning tools and building corporate structures to achieve corporate and owner security objectives: choosing…

Read more
ORDER
CORPORATE INTELLIGENCE

Corporate intelligence is a set of measures aimed at collecting and processing data in order to develop effective management decisions that ensure the competitiveness of the company within the legal framework and in compliance with the norms of business ethics.

Perimeter (optional): factual information about the company of interest…..

Read more
ORDER
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1 of 1
The right to VAT offset as part of a desk audit in the presence of errors and VAT on transactions with disputable counterparties has been retained.
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A project to set up a methodology for writing off costs to the cost of a plant for the production of building metal structures.
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The tax risks associated with the splitting of the business of two factories and individual entrepreneurs involved in the production of products are analyzed. The optimal operating model has been selected.
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A methodology has been developed for distributing expenses within a group of companies by type of activity for the purposes of tax price control and preparation of transfer pricing documentation for a group of companies in the oil industry.
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Optimal options for servicing a loan for a group of companies organizing passenger transportation have been developed.
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Reducing tax risks under a loan agreement for an oil and gas company.
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Preparation for interrogations within the framework of on-site tax audits.
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Policies for bonuses, incentives and compensation payments to employees of a large car building plant have been developed.
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It was possible to remove the claims of the inspectors at the stage of control and analytical work against the LLC due to the involvement of a self-employed contractor.
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Developed write-off methodology and audit of receivables and payables, incl. hopeless and outdated.
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Developed cost allocation methodology for a network of cinemas.
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In the course of contesting the results of a tax audit of merchandising service providers, tax liabilities were recalculated (arithmetic and methodological errors of the inspectors were revealed).
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Establishment of valid tax liabilities of a large food producer for the purpose of contesting the results of an on-site tax audit.
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Successfully challenged the additional accrual under the Field Tax Audit Act in the amount of 109,725,243 rubles. by counterparty, which the inspectors classified as "technical" companies.
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Methodologies have been developed for documenting the transfer and return of materials to/from production(s) for an oilfield development operator.
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It was possible to reduce additional charges for the 4th IP to 10-15% based on the results of field tax audits and the imputation of paragraph 1 of Article 54.1 of the Tax Code of the Russian Federation due to the creation of an unreasonable artificial splitting scheme.
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It was possible to return the hidden overpayment (tax reserve) to the car building plant in the amount of 30,918,494 rubles. out of 51,572,612 rubles claimed for refund (offset).
More
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SPECIALIZATION

We focus only on the  business tax security and comliance. 

Mediative approach to dispute resolution

Always, when appropriate, focus on constructive dialogue with tax authorities.

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