We are
going to analyze and examine the "due diligence" before the purchase
of real-estate assets across companies.
In this occasion we do not buy directly the
building, but we realize the purchase of the company proprietary of the
building.
We must not
forget that our aim is the investigation or "due diligence" urban
development previous of the building, in spite of buying a juridical figure
since it is a company.
It would be
necessary to include in this type of operations the suppositions of
transactions with patrimonial interposed companies, with headquarters in tax
havens. This one is the general case of proprietary companies of real estate
that there form a part of another company head-board or principal shareholder
located in the exterior (tax haven), who has an instrumental character. On
having bought the actions of the instrumental company, it is acquired of automatic
form the control of the foreign company in Spain - for example-.
These
suppositions are in occasions of very difficult study, since several interposed
companies happen and in different territories, there being a sequence of
transactions impossibly to continue. It is important to indicate that, at
first, every link of the chain knows the previous one and the later one, but
his knowledge does not go beyond these. The examination of this type of
operations needs a fiscal special analysis in order to respect the Spanish
legislation, for what we will obviate this succession of companies.
Our
previous report must be restricted directly to the study of acquisition of the shareholding
of the property company which owns the real estate.
In these
cases, the report, in general and of summarized form, must be completed by the
following documents:
- Copies of the title deed of the
company from his constitution. Copies of the minutes book of the last six
financial years society. Contracts with the only partner (if it is the case). Contracts
of article, option, "warrant", etc. That had relation with the
actions of the company. Copy of any title deeds of bond issue.
- Shareholders' relation and
distribution of actions and copy of the title deeds. Copies of the book of
record of shareholders and of the extra-statutory agreements between
shareholders. In case of shareholders not residents, copy of the declarations
to the Record of Foreign Investments on the direct investments.
- Current flowchart of the company,
relation of proxies and copies of the deed of power granted and that have not
been revoked.
-Data on the ownership of shares
of the company in other companies.
-Documentation of contracts,
correspondence and audit procedures.
-Inventory accounting ledgers,
financial statements, audit reports and balance sheets.
-Copies of all insurance
policies, society, employees, etc. and corresponding receipts to be aware of
the payments. Summary of incidents in the last three years and pending claims.
- Respect of the relations with
the Administration, to obtain processes, receipts, denunciations and
liquidations of:
- Environmental
taxes.
- Water supplies and energy.
- Elimination and waste treatment
and atmospheric emission in it case.
- Related natural spaces.
- Evaluations of environmental
impact.
- Subsidies for the improvement of
the production with regard to the protection in general of the environment.
- Authorizations and fulfillment
with the sectorial industry regulation.