Know the risks before deciding
Before a purchase and sale, a merger, or the entry of a new investor, it is essential to know the exact situation of the company. Due diligence helps uncover potential hidden contingencies and provides the necessary security to make strategic decisions with confidence.
At FIMAX Asesores & Asociados we conduct a comprehensive analysis in three key areas: Legal, Labor and Tax.
Legal Due Diligence
What legal risks can a company hide?
In any business sale or restructuring, the legal status of the company is a decisive factor. An error in the bylaws, a poorly drafted shareholders' agreement, or a contract with unbalanced clauses can create unexpected liabilities for the new owners.
What do we do at Fimax Asesores?
We examine the corporate structure and the functioning of the governing bodies, verifying the validity of bylaws, minutes, and corporate resolutions. We thoroughly review civil and commercial contracts signed by the company, or those that need to be implemented. We also assess the existence of ongoing or potential legal proceedings.
Our goal is to offer the client a true and complete picture of the company's legal situation, allowing them to negotiate with confidence and make decisions with full knowledge of the risks.
Labor Due Diligence
What occupational risks can affect the company?
Labor management is one of the areas with the greatest impact on the viability of a business operation. A poorly designed contract, a poorly implemented collective bargaining agreement, or an unclear compensation policy can generate hidden costs and claims that jeopardize the company's future.
What do we do at Fimax Asesores?
In our labor analysis, we review the types of contracts , the correct application of collective bargaining agreements, and the company's compensation policy. We also evaluate compliance with regulations regarding Social Security, contributions, timekeeping, teleworking, and internal protocols , as well as the implementation of equality plans, occupational risk prevention, and employee representation.
Our goal is to identify present and future contingencies that may lead to labor disputes, administrative sanctions, or litigation before the Social Court, offering a clear diagnosis so that the client can anticipate and make decisions with confidence.
FISCAL Due Diligence
Knowing the company's tax situation provides security
The tax area is crucial in the daily life of businesses and, of course, in any purchase, sale, merger, or restructuring process. An undetected tax debt or a misapplied deduction can jeopardize the profitability of the transaction or the viability of the company itself.
What do we do at Fimax Asesores?
In our tax analysis, we examine tax returns (VAT, corporate income tax, personal income tax, withholdings), the correct application of tax credits and deductions, as well as the situation with the Tax Agency, inspections, and tax procedures.
We pay special attention to companies based in the Canary Islands regarding their application of the Economic and Fiscal Regime (REF). As part of our review, we verify the correct application of specific incentives such as the Reserve for Investments in the Canary Islands (RIC), the Deduction for Investments in the Canary Islands (DIC), the Canary Islands Special Zone (ZEC) regimes, and deductions for audiovisual productions, among others. Our objective is to verify that the company complies with legal requirements, avoids regularization risks, and takes full advantage of the tax benefits offered by the Canary Islands' specific regime.
Our goal is to provide clients with a clear overview of their company's tax situation, identifying risks and potential contingencies. And for companies based in the Canary Islands, or those wishing to establish themselves there, we ensure they take full advantage of the incentives offered by the Canary Islands Special Economic Zone (REF)—such as the RIC, DIC, ZEC, or deductions for audiovisual productions—providing security and tax optimization for every transaction.
At Fimax Asesores, we offer our clients a comprehensive Due Diligence service that combines legal, labor, and tax analysis with a practical and effective approach. Our analyses are designed to provide clients with a complete and coordinated view of the company under review , fostering clarity, security, and confidence. Furthermore, our services are fully compatible with external audits of other companies.
FAQ
It is a process of exhaustive review of a company's situation before making strategic decisions such as a sale, merger, restructuring, or the entry of new partners. It allows for the identification of hidden risks, validation of the information provided by the company, and the ability to act with legal certainty.
At Fimax Asesores we offer three main services: Legal, Labor and Tax , which can be applied jointly or independently according to the client's needs, and are fully compatible or complementary with external audits carried out by other companies.
Mainly used in stock or equity purchase and sale transactions, mergers and acquisitions (M&A), investor acquisitions, restructurings, or when a clear view of the company's status is required before making strategic decisions. It can also be requested by directors who require a detailed study and a complete picture of the company's current situation.
The corporate structure, the functioning of the governing bodies, the bylaws and shareholders' agreements, the commercial and civil contracts to which the company is a party, intellectual and industrial property, and the existence of litigation or legal proceedings, whether ongoing or potentially arising, are analyzed.
Because personnel management can hide significant risks: irregular contracts, misapplication of agreements, Social Security debts, noncompliance with equality plans, or conflicts with employees. Detecting these risks early avoids penalties and lawsuits.
It includes the review of general tax obligations (VAT, IS, IRPF, withholdings) and, in the case of the Canary Islands, the correct application of the incentives of the Economic and Fiscal Regime (REF) : RIC, DIC, ZEC, etc.
The REF's special tax framework (with benefits such as the RIC, DIC, ZEC, and more) requires a more detailed review to ensure that the incentives are properly implemented and documented.
It provides transparency, builds trust in the transaction, and allows weaknesses to be corrected before the negotiation begins, avoiding price adjustments or blocking the transaction.
A multidisciplinary analysis that integrates legal, labor, and tax perspectives into a single report or separate, detailed reports, with clear conclusions and practical recommendations for confident decision-making.