Counterparty Information Before the Transaction

The review is particularly useful when you:

• start working with a new supplier or customer;
• plan to make a significant advance payment;
• supply goods or provide services on deferred payment terms;
• enter into a long-term agreement;
• acquire a company, ownership interests, equipment or real estate;
• engage a contractor to perform a material part of a project;
• provide a loan or financing;
• plan a joint investment project;
• review an existing partner before increasing limits or transaction volumes.

Our task is to bring the material information together and compare it with the terms of the proposed transaction. You will understand in advance who you are dealing with, who makes decisions for the counterparty and which documents should be obtained before the agreement is signed.

The depth of review is determined by the specific transaction. For a standard review of a Ukrainian company, UBC specialists may examine:

• the company's registration details, registration date and current status;
• registered business activities - KVED codes;
• the director and persons authorised to act on behalf of the company;
• ownership structure and available information about owners;
• changes of director, owners, address and other registration details;
• licences and permits required for the stated activity;
• available information on court disputes and enforcement proceedings;
• public information relevant to the planned transaction;
• whether the agreement corresponds to the actual cooperation model.

If you have already received an agreement, invoice, commercial proposal, corporate documents or licences from the counterparty, UBC specialists compare them with information from available official sources.

For a larger transaction, the review can be expanded to related companies, material changes in ownership, asset documents, previous relations between the parties and other circumstances relevant to your specific project.

New Supplier or Contractor

Before paying an advance, it is advisable to confirm that the company is registered, carries on the relevant activity and that the agreement is signed by an authorised person. UBC specialists also review documents confirming authority, licences or permits where they are required to perform the work.

Customer on Deferred Payment Terms

If you transfer goods or perform work before receiving full payment, the review helps determine the settlement terms. Depending on the amount and nature of the transaction, the parties may agree an advance, payment under an agreed schedule, security for obligations or additional buyer documents.

High-Value Agreement

Before signing, the counterparty, the signatory's authority and documents confirming the subject matter of the transaction should be reviewed. An advance review allows the required terms to be discussed while the parties can still freely negotiate the agreement and settlement procedure.

Acquisition of a Company or Ownership Interests

For a business acquisition, a review of registration data alone is not sufficient. UBC specialists can prepare an expanded review of the ownership structure, corporate documents, agreements, assets and other material circumstances that should be examined before settlement with the seller.

Agreement, Authority and Documents

The review requires the subject matter of the agreement, amount, settlement procedure, role of the counterparty and available documents: draft agreement, invoice, commercial proposal, registry extract, licence, power of attorney or asset documents.

UBC specialists review registration data, the director, owners, KVED codes and authority and compare this information with the transaction documents. Management receives a conclusion and a list of documents or terms that should be agreed before signing.

Where necessary, UBC lawyers finalise the agreement, schedules and other documents required to conclude the transaction.

For a standard review, it is usually sufficient to provide:

• the company name or the sole proprietor's full name;
• the EDRPOU code or another identifier;
• the subject matter of the planned transaction;
• the approximate amount;
• the draft agreement, if already prepared;
• documents received from the counterparty;
• questions you want reviewed separately.

If no documents are available yet, the review can begin with the company name and a short description of the transaction. After the initial review, UBC specialists will identify which additional information should be requested from the counterparty.

The agreement should reflect the real transaction. During legal support, UBC specialists therefore review the wording, signatory authority, payment procedure and documents by which the parties will confirm performance of their obligations.

Relevant documents may include the director's or representative's authority, power of attorney, owners' resolutions, specifications, procedures for delivery of goods or performance of work, acceptance documents, electronic document flow, party liability and the procedure for amendment and termination of the agreement.

This means you receive documents ready for real operational use and can proceed to settlements on agreed terms.

A significant part of business correspondence, document approval and contract signing can be organised remotely. Before work begins, it should be determined who signs documents, whether a qualified electronic signature is used, where official notices are sent, which electronic documents confirm performance and who is responsible for the agreement and settlements.

After the transaction, the counterparty's registration data, agreement, schedules and specifications, powers of attorney and resolutions, invoices, acceptance certificates and delivery notes, primary accounting documents, bank payment confirmations, electronic receipts, business correspondence and performance documents should be retained.

If the transaction later needs to be explained to a bank, auditor, accountant, lawyer or public authority, its sequence can be evidenced through the collected documents.

When preparing the transaction, both registry information and actual contractual performance should be taken into account. Banks, electronic services, logistics and employees in different regions may affect deadlines, document flow and settlement procedures.

The agreement should define in advance:

• the procedure for exchanging electronic documents;
• addresses and contacts for official notices;
• use of qualified electronic signatures;
• evidence of delivery of goods or performance of work;
• the parties' actions in the event of late payment or delivery;
• the possibility of partial performance;
• the procedure for replacing responsible persons;
• retention of documents and correspondence.

UBC specialists compare these terms with the actual way your business operates. The agreement then becomes clear to management, accounting, employees supporting delivery and the bank through which settlements are made.

Result for Management and Fee

An ordinary supply and a business acquisition require different levels of review. For material transactions, UBC specialists can prepare an expanded scope and additionally examine related companies, changes of owners and directors, corporate documents, rights to assets, material agreements, financing, court disputes, licences and special permits.

The fee depends on the number of companies and individuals, volume of documents, the need to review the agreement, assets or ownership interests, depth of legal analysis, completion time and subsequent transaction support. Before work begins, UBC specialists define the required scope and agree the fee with you.

A standing process can be agreed for regular review of suppliers and customers.

UBC organises counterparty reviews and legal transaction support for companies in Kyiv and other regions of Ukraine. Most documents can be provided and agreed remotely.

If the next stage requires a notarial action, representative, asset inspection or on-site specialist, UBC specialists identify the required expertise and propose the appropriate support format. You work with one agreed assignment and understand who is responsible for each action.

A review is useful when it supports a specific decision. After the review, you understand whether the agreement can be signed in the proposed form, which documents should be obtained from the counterparty, whether the signatory's authority is sufficient and which terms should be changed before payment.

If the data and documents are satisfactory, UBC specialists help move to the next stage: preparing the final agreement, schedules, specifications or settlement documents. Counterparty due diligence and legal documentation of the transaction can be organised as one continuous project.

After the review, you receive clear decision-making information rather than separate extracts from different registers. UBC specialists identify which data are confirmed, who is authorised to sign the agreement, whether the documents match the registration information, what should be requested additionally and which contractual terms should be agreed before signing.

Where necessary, our specialists prepare the final version of the agreement or other documents and continue supporting the transaction.