What exactly the buyer acquires

An "existing business" may involve the sale of shares in a company, equipment and stock, contractual rights, a brand, a website, a customer base or all of these together. We prepare an inventory and identify the owner of each element. The buyer understands what will transfer under the corporate transaction and what will require a separate agreement and third-party consent.

At the same time, we clarify the commercial objective: continue the current model, acquire a licence and team, obtain premises or enter a new market. The scope of the review and acquisition method depend on that objective. If the value is concentrated in particular contracts or permits, their status is clarified before the price is agreed.

We check the Unified State Register information, charter, participants, director, beneficial owners and corporate resolutions. We establish who has authority to sign the transaction, whether additional consents are required and whether there are restrictions affecting the share or asset. The seller's documents should confirm the actual right to dispose of everything included in the offer.

We separately review court and enforcement proceedings, security interests, corporate conflicts and significant liabilities using available documents and official sources. Each finding is linked to a decision: obtain additional confirmation, change the agreement, retain part of the consideration or exclude an asset from the transaction.

We request management and accounting reports, bank statements, tax information and breakdowns of income and expenditure. Revenue is compared with contracts and receipts; expenditure is compared with suppliers, payroll, rent and mandatory payments. One-off income is separated from recurring operations.

• cash, inventory and receivables or payables as at the transaction date;
• customer advances and obligations under incomplete orders;
• settlements with employees, owners and suppliers;
• tax and contractual liabilities;
• investment required immediately after acquisition.

For premises, equipment, vehicles and stock, we verify title, condition and acquisition documents. For a domain, trade mark, software and content, we identify the rights holder and transfer procedure. The customer base is assessed together with contracts and data-handling rules.

In key contracts, we review term, termination, change of control, counterparty consent and outstanding amounts. If a contract cannot continue automatically, we prepare a negotiation position and a new document. The buyer receives a list of relationships that continue immediately and those that must be confirmed before completion.

Price, documents and agreement

The agreement describes the subject matter, price, payment procedure, seller warranties, transfer documents and liability for inaccurate information. The terms are linked to the information obtained. A licence, contract or asset that is material to the buyer becomes a specific condition of the transaction rather than an oral promise.

Settlement is planned in stages: signing, obtaining consents, transfer of control and confirmation of agreed indicators. The method depends on the amount and structure of the transaction. The documents should make it possible to determine what each part of the price was paid for and what result the buyer received.

Before completion, we determine which employees will remain, which functions are critical and what documents are required. The buyer meets the key team in an agreed format. Pay terms, accrued settlements, access rights and material responsibility are included in the handover plan.

Banking, accounting, advertising and digital working arrangements are also transferred: qualified electronic signatures, accounts, phones, domains, CRM and backups. An owner and change date are assigned for each access right. The business continues accepting orders, while the previous owner loses control at the agreed time.

The cost depends on the size of the company, the number of assets and contracts, the scope of the financial review and the settlement structure. After an initial inventory, we propose a core review and optional modules. The buyer can increase the depth of work in the area where the transaction's value is concentrated.

UBC can support the buyer from the initial enquiry through to handover of management, or carry out a separate review and prepare the agreement. The proposal specifies the sources, documents and result of each stage. The purchase decision remains with the client and is based on the evidence collected.

On the handover date, the parties sign an inventory of assets, documents, keys, access rights and unfinished operations. Cash, stock, outstanding balances and signing rights are reconciled. Initial payments and documents are monitored under the agreed process so that the new team can identify any discrepancy quickly.

The buyer receives a final document package, transaction agreements, a handover record and a post-completion action plan. We help update the register, bank, internal authorities and contractual details. The new owner begins operating with a clear picture of the business and defined growth checkpoints.

If the acquisition concerns a share in an LLC, corporate resolutions and the transfer of the share are documented under Law No. 2275-VIII, while registration changes are made under Law No. 755-IV. If the transaction meets the concentration thresholds established by Law No. 2210-III, clearance from the Antimonopoly Committee must be obtained before the concentration is implemented.

Handover of management and post-transaction operations

After the review, we hold a working meeting with the buyer and organise the findings by price, agreement and pre-completion actions. Material conditions are converted into a list of seller documents, warranties, retention mechanisms or payment stages. The buyer enters negotiations with specific arguments and understands which confirmations are required for a positive decision.

Before signing, we prepare a list of actions without which the buyer will not be able to manage the business: corporate authority, bank access, keys and digital access, customer and supplier contracts, staff, warehouse, cash desk and accounting. The handover record identifies the responsible person, date and method of confirmation for each item.

After the rights transfer, we reconcile the first payments, shipments, payroll accruals and management report. The seller transfers contacts and unfinished tasks in the agreed format, and the buyer accepts them against a register. This period helps preserve operational relationships and move quickly from legal completion to day-to-day management of the acquired company.