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Corporate due diligence for partnerships and agreements

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In brief: admitting a partner, signing a network contract (contratto di rete), setting up a joint venture or granting an exclusive deal to a distributor have one thing in common: they tie your company, at least in part, to the financial and legal situation of another. For an SME, due diligence does not need to cost what an M&A transaction costs — it only needs to look at the right public data before signing.

Why it also concerns SMEs, not only large transactions

Corporate due diligence evokes international law firms and multi-million-euro transactions, but the underlying principle applies to any agreement that binds two companies over the long term: before committing, do you know who is really on the other side, and whether they have the strength to honour the agreement? For an SME, the answer does not require weeks of audit — it requires looking, in the right order, at a small number of data points that are already public: balance sheets, share capital, company officers, beneficial owner, protests and any proceedings in progress.

The four moments when it is really needed

For the general framework, before choosing the specific scenario, see what to check in any commercial partnership before signing.

The data nobody shows you easily: the beneficial owner

Who signs the contracts (the legal representative) and who really controls the company often do not coincide: a director can be a manager with no shareholding at all, while real control rests with one or more shareholders who stay in the background, directly or through a chain of intermediate companies. Before tying yourself to a company, knowing who really controls it — and whether that person also controls other companies, perhaps already in difficulty — is often the most relevant piece of data in the whole check. See the complete guide to the beneficial owner.

What this guide is not

Veryfy is neither a law firm nor a corporate advisory firm: our expertise is risk management — algorithms that cross-reference balance sheets, the Business Register (Registro Imprese) and other official databases to estimate a financial risk, not to give a legal opinion. It is the level of checking that an SME can and should do before any agreement, in order to arrive informed at the advice of a notary or a corporate lawyer — not to skip it.

Frequently asked questions

In which 4 situations is corporate due diligence really needed for an SME?

Before admitting a new partner to an SRL, before signing a network contract (contratto di rete), before a corporate joint venture, and before granting an exclusive deal to a distributor — the four scenarios covered by the guides in this pillar.

Why does the beneficial owner matter so much in corporate due diligence?

Because who signs the contracts (the legal representative) and who really controls the company often do not coincide. Knowing who the beneficial owner is — and whether they also control other companies, perhaps already in difficulty — is often the most relevant piece of data before tying yourself to a partner.

Does a corporate due diligence for an SME cost the same as an M&A transaction?

No. It should not cost what an M&A transaction costs: it should look at the right public data (balance sheets, share capital, company officers, beneficial owner, protests, proceedings) before signing — a proportionate level of checking, not the work of an international law firm.

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