Buying a business without screening means buying someone else's risks. Legal due diligence and a sound deal structure determine whether you get what you pay for.
What is checked
Corporate history, title to assets (real estate, IP, licences), contracts and change-of-control clauses, court and tax disputes, obligations to staff, encumbrances, regulatory and compliance conformity.
Deal structure
A purchase of shares (share deal) or of assets (asset deal) — different tax and risk consequences. For a foreigner, antitrust clearance and sector restrictions on foreign participation matter.
Contractual protection
Representations and warranties, indemnity, conditions precedent, escrow, non-competition, retention of key employees.
Stages
- Term sheet / LOI.
- Due diligence.
- Negotiating the agreement.
- Closing.
- Post-closing actions (register of participants, notifications to regulators).
Related materials: Corporate governance in an LLP · Entrusting corporate law · Counterparty screening and data.
This material is for reference only and does not constitute legal advice. Rules, deadlines and rates change — before acting, verify against primary sources (egov.kz, adilet.zan.kz, vmp.gov.kz) or consult the lawyers of SHANYRAQ Legal.