Only for Brazilian companies
Compliance is important for several reasons. The main one is to bring confirmation that the business to be acquired is what it really seems to be. In addition, through the Due Diligence Process, it is possible to obtain the necessary information to evaluate the investment feasibility, in addition to verifying whether the business transaction is in accordance with investment or acquisition criteria.
The Compliance process is also relevant to:
Helping the company to discover fraud committed by suppliers, employees or customers;
Expose operational weaknesses;
Assessment of risks and opportunities;
Assess the degree of compliance and become familiar with the efforts made to ensure compliance.
As it is a work of wide scope, the first thing to be done is to form a multidisciplinary team, with professionals with knowledge in the areas of:
General Administration; and
Valuation of companies.
To make a Compliance, the planning and controlling area checks the feasibility or not of Operational Investments. In this case, the variables to be weighted are several.
It is necessary, for example, to analyze how much return the investment will bring to the company (ROI), how long the gains will offset the amount disbursed (Payback) and also to know if the company's cash is prepared to cover the acquisition. This is because, as you know, a new Operational Investment only makes sense if it contributes to the company's profit, either by increasing revenues, or by reducing costs and expenses.
This Due Diligence process also involves the analysis of financial indicators, information such as Net Present Value (NPV), Updated Net Present Value (NPV), Benefit / Cost Index (IBC), Return on Investment (ROI), Internal Rate of Return (TIR), Payback and Fisher's Point must be analyzed.
Only for Brazilian companies
A compliance is an audit process in which any pre-existing liabilities or possible liabilities are verified due to previous facts.
This questionnaire was prepared based on usual market standards, but in a reduced form, not dispensing with a more detailed analysis of the business by specialists (analysts).
Therefore, the partner (s) of the company must answer the questions in the most truthful and transparent way possible. If you are in doubt about a question, we are available to clarify the purpose of the item before answering. (firstname.lastname@example.org), or with your ybbrio consultant responsible for your project.
The existence of any annotation or debt does not imply an impediment to effecting the investment, as the important thing is its relevance to the business.
The indication of annotation, or even debt, can be made up to the moment of signing the final documents. Thereafter, responsibility for notes or debts must be negotiated between the company and investors.
What is determined in the due diligence may result in changes in the company's assessment or even in the financial and legal structure of the operation.
1 - Copies (simple) of the company's articles of association as well as of all companies that have a connection (that is, that have had some kind of participation by the company and / or the current / previous partners, even if disabled or that the partner no longer form part of the corporate structure) as well as indicate your CNPJ (if not included in the articles of association).
Copies (simple) of the partners' documents (RG / CPF / Proof of residence), negative certificates of protest, IRS, Federal, State, Labor and Criminal Courts, of the places where he lived in the last 5 (five) years.
And the documents below for companies that are more than 1 (one) year old: 4.
Copies (simple) of all declarations (DIPJ, DIRF, DCTF, GIAs, etc.) delivered by the company in the last 5 years.
Negative certificates from the Federal Revenue Service, INSS, FGTS, State, Municipal and Federal, State and Labor Courts (note: if any certificate cannot be issued, attach a statement with pending notes and clarifications that may be necessary)
Attention! Some certificates have an expiration date, so it is important to keep in mind the estimate of when closing will be when you withdraw the certificates.
1. Did the partners own and / or hold interests in other companies?
Yes, list them (partner,%, company, CNPJ, date of entry / exit)
2. Does the company and / or its partners and / or other companies (including previous ones) have liabilities (debts / debts)? Yes, list them (debtor, creditor, origin of debt, amount)
3. Have the partners already had a stake in a company that has gone bankrupt / bankruptcy / bankruptcy? Yes, list them (company, situation, date)
4. Is there a debit / credit / loan between the company and its partners or third parties? Yes, list (debtor / creditor, amount, date, term)
5. Attach a spreadsheet with the company's monthly invoicing amount in the last 12 months? (List month-by-month)
6. How many service providers and / or employees does the company currently have and how many have it already hired? Inform which hiring regime (CLT, PJ, cooperative, informal, etc.), and function / position.
7. Did the company and / or the partners have been and / or are defendants in any lawsuit? In yes, list (in the process, rod, author, object, date, value, current situation)
8. Did the company and / or the partners have been and / or are the authors of any lawsuit? In yes, list (in the case, court, defendant, object, date, value, current situation)
9. Does the company have any trademark and / or patent deposit at the INPI or any qq. equivalent international body? Yes, list (brand / patent, filing date, status)
10. Is the company and / or its partners aware of any possible (even if remote) violations of laws and / or the rights of third parties to date? Yes, relate them. (any liabilities that appear in the future referring to the present moment that are not discriminated against, will be the sole responsibility of the current partners).
11. List all current contracts that the company has with third parties, including corporate agreements, call and put options, etc. (name of parties, date, term, amount, object):
12. In addition to the contracts listed in the previous item, does the company and / or its partners have any commitment / promise (verbal and / or written) before third parties that may represent a burden for the same? In yes, list (name of the party, object of the commitment, estimated value, conditions)
13. List all assets (intangible and tangible) that the company currently has:
14. List the main monthly expenses (fixed and variable) that the company currently has:
15. List the main monthly revenues (fixed and variable) that the company currently has:
16. List the banks / branches / no. company current account:
17. List the main