Counterparty Data before the First Payment

A counterparty review should start with the specific transaction. One set of information matters for a supply with advance payment, another for purchasing equipment on deferred terms, while acquiring a company requires a deeper review. Determine exactly what the counterparty must deliver, perform or transfer, what amount you plan to pay and which documents the parties will use to confirm the result.

An initial review helps establish whether the company is registered, who manages it, whether the declared activity corresponds to registration data and who is authorised to sign the contract. If the amount or cooperation period is significant, UBC specialists can expand the review, analyse documents relating to the transaction and prepare recommendations before payment.

The same counterparty may be suitable for a small one-off supply while requiring additional review before a long-term agreement. The depth of the review depends on the amount, subject of the transaction, payment procedure, cooperation period, licensing requirements and the assets or liabilities being transferred.

Before starting the review, answer four questions:

• what the counterparty must supply, perform or transfer;
• when and in what amount you transfer funds;
• who signs the contract and primary documents;
• which result confirms performance of the obligation.

This turns a search for information into an analysis of the real transaction. What matters is not the number of records found, but whether they confirm the counterparty's capacity and authority to perform the contract on the agreed terms.

For an independent review, identify the company or entrepreneur precisely. Names may be the same, so use the EDRPOU code, registration number or another official identifier. Compare the full name, address, status and registration date with the details in the contract, invoice or commercial offer.

Establish who the director is and who is authorised to act on behalf of the company. A signature on the contract should be based on a position, charter, power of attorney or decision of an authorised body. A representative needs a power of attorney covering the specific transaction, amount and required actions.

KVED codes provide additional information about the declared activity. The actual transaction, contract and special requirements for the type of activity should correspond to each other.

Documents, Authority and Contract Terms

For an ordinary business transaction, the review covers:

• the company's registration status and details;
• the director, signatory and basis of the signatory's authority;
• the owners and ownership structure where material to the transaction;
• KVED codes, licences and permits;
• available information on court and enforcement proceedings;
• documents for goods, equipment, real estate or corporate rights;
• the contract, appendices, specifications and settlement procedure.

Each block is assessed in the context of the transaction. A court dispute by itself does not provide a ready answer: the subject, amount, stage and connection with the future contract need to be considered. A change of director may also be an ordinary corporate event, but before payment it is useful to make sure the documents are signed by the current director.

Official registers provide the basis, while the counterparty's documents make it possible to analyse the specific operation. Depending on the subject of the contract, you may request:

• current registration information;
• a document confirming the signatory's authority;
• licences, permits or certificates;
• a product specification or technical brief;
• documents for the asset or confirmation of the right to dispose of it;
• the company's bank details;
• the draft contract and appendices;
• samples of acceptance certificates, delivery notes or other acceptance documents.

The details in the invoice, contract and registration information should relate to the same company. If payment is proposed to another recipient, the legal and business basis for that arrangement should be agreed before funds are transferred.

A counterparty review is useful when its conclusions are reflected in the contract. If a representative's authority is limited, this is taken into account when signing. If goods are supplied in batches, the documents and deadlines for each delivery are agreed. If the work result cannot be assessed by one acceptance certificate, the stages and acceptance criteria are described in advance.

Particular attention is paid to the subject of the contract, price, payment schedule, deadlines, performance documents, transfer of title or risk, warranty obligations and the procedure for ending cooperation. For remote work, the parties also agree the qualified electronic signature, email addresses, document-exchange method and confirmation of receipt of notices.

When an Expanded Review Is Needed

A standard review is usually sufficient for a typical transaction involving clear goods or services. An expanded review is useful when acquiring a company or corporate rights, making a significant advance payment, providing long-term financing, acquiring real estate, dealing with a complex participant structure or buying an asset whose title requires separate confirmation.

In that case, related companies, changes of owners and directors, corporate documents, material contracts, rights to assets and information relevant to the subject of the transaction are analysed. The scope is agreed in advance so that you receive the required depth of review.

Send the counterparty's name and code, draft contract, commercial offer or invoice, description of the goods or service, amount and payment procedure. Separately state what needs to be analysed: authority, licence, right to an asset, ownership structure, court dispute or contract terms.

UBC will determine the required scope of work. UBC specialists will analyse available official information, compare it with the documents and state which data are confirmed, what should be requested additionally and which terms should be included in the contract.

The director receives a concise conclusion on registration, owners, authority, court and sanctions data, together with a list of documents worth requesting. The director separately sees which findings affect the advance payment, security, acceptance procedure and right to terminate the contract. The decision is made on the specific transaction, not on a general assessment of the company.

The director receives a concise conclusion: who signs the contract, which authority has been confirmed, which account receives the funds and which documents the counterparty provides before payment. The conclusion includes information on registration, owners, sanctions, court cases and licences where they relate to the subject of the transaction.

For every open question, the director sees a specific action: request a document, change a contract term, divide payment into stages or agree additional security. This format helps the commercial team move from a large amount of data to clear cooperation terms. UBC will prepare the conclusion and link its provisions to the contract and settlement procedure.