Audit when buying or selling a business in Ukraine
A deal rests on the numbers the seller shows. The buyer needs an audit to see the company without the polish: real assets, obligations outside the balance sheet, tax exposure that transfers with the signature. In a share deal you take the legal entity with its history, including years the tax authority can still inspect. The seller needs the same review for the opposite reason, so the buyer has nothing to discount the price for.
An audit before a deal is an independent review of a Ukrainian company’s books, taxes, contracts and obligations. The buyer sees the real position and where the price can move, the seller clears weak spots first. Scope is agreed in advance and follows the size of the deal. The report is written in English, for an investor, not only an accountant.
If you are buying
One task: understand what you are paying for.
We match the balance sheet against fact and the state registers: equipment on site, usable stock, property and vehicles titled to the company, not to people around the owner.
Founder loans, sureties for group companies, guarantees, unpaid bonuses, contract penalties. Absent from the statements, yours after closing.
What an inspection can turn into an assessment: transactions without the source documents Ukrainian rules demand, counterparties the tax office treats as high risk, unsupported costs. A tax audit can be ordered separately.
A balance in the books and money in the account are different things. We split receivables by age and debtor and check whether the debtors still trade.
Open cases in the public court register, enforcement proceedings, tax assessments under appeal, claims that have not reached court yet.
If one customer brings half the revenue, or everything runs through one manager, the price changes when the owner does. We read the revenue mix and the termination clauses, a payroll and HR audit goes deeper.
If you are selling
The buyer will bring an auditor anyway. The question is who finds the problem first, you before the talks or the buyer during them.
Gaps between the books and the filed returns, missing source documents, a stock count nobody has run for years. Every item is a reason to pay less, and restoring the records closes part of it.
Assets held by individuals, settlements with related companies without contracts, staff without employment contracts. The earlier this is sorted, the fewer grounds for a discount or a held back payment.
Sellers often know the real result is better than the official one. The auditor shows it with documents, not words, and for a foreign buyer the figures read better under IFRS.
We build the list of what you will be asked and prepare the answers, with documents, before the first meeting.
What we find most often
Not exotic cases. Things that repeat from deal to deal.
Equipment sold or standing idle, still carried at original cost. With no stock count for years, the gap shows up only when someone checks.
The company guaranteed a loan of another firm in the group. Nothing in the statements, and the obligation passes to the new owner.
Debts older than three years, debtors with no sign of life, balances from related parties. An asset on paper, a write off after closing.
Deals with high risk counterparties, unsupported costs, differences between books and returns. The inspection of those years comes to the new owner.
Premises, vehicles, the trademark and the domain titled to the owner personally. Formally you buy a company without the things you came for.
Prices, suppliers and clients tied to the owner, nothing fixed in contracts. When that person leaves, part of the turnover leaves too.
From the first call to the negotiating table
Which side of the deal you are on, what is critical for you, how deep the review goes, which periods it covers.
We sign the confidentiality agreement and send a checklist. Documents come to us remotely, into secure storage.
Serious findings reach you at once, not at the end. You still have time to change your position in the talks.
Conclusions and a list of risks. On request we walk your lawyers, bank or group auditor through the report.
How deep to go and how the report reads
Agreed before the work starts
Before the engagement letter we fix which areas are checked in full and which on a sample. The effort matches the size of the deal.
Deal size, industry, state of the records
Volume of transactions, number of legal entities, cross border trade, order in the documents, and whether the review stops at the finances.
In the language of an investor
First the findings and risks, with what each means for the price, then the detail with references to documents. In English when a group auditor reads it.
Deals often need an audit of the annual financial statements as well, and other audit services once the new owner wants a permanent auditor.
Most common questions
How is this different from a statutory audit?
A statutory audit answers whether the statements are reliable. A deal review answers what you get and what you can lose, so contracts, titles, disputes and key people weigh as much as the numbers.
How long does it take, and do we need to be in Ukraine?
From two weeks, depending on the depth, the number of legal entities and how fast we get access. We work remotely across Ukraine and report in English.
Can a company be reviewed without the seller’s consent?
Not properly. Without access to the books and contracts you get public sources only: registers, court cases, filed data. Access usually follows a confidentiality agreement.
Do you act for both sides of a deal?
In one deal we act for one side only. It is a matter of independence: an auditor cannot serve both sides at once.
What does the review cost?
A proposal follows once we have reviewed the assignment. The fee depends on the depth, the number of periods and legal entities, the state of the records. We reply within 1 business day.
What if you find serious risks?
A risk is not always a reason to walk away. Much of it is handled in the agreement: lower price, payment in instalments, seller warranties, escrow. We show substance and scale, you decide.
Discuss a review before the deal
Tell us which side of the deal you are on. We reply within 1 business day.