Scan
- Structured intake and jurisdictional map
- Diagnostic across all exposure areas, summary findings
- Risk severity classification
- Analyst review session
- Covers up to three entities and five jurisdictions
M&A due diligence
The gap between a good deal and a closed one
Most tax exposure in startup acquisitions is not discovered in the data room. It surfaces after signing, killing valuations and deal timelines. We map your complete cross-border tax and compliance picture before the buyer does.
What buyers find
Where a business thinks it operates and where it is legally present are rarely the same
A distributed team. A holding structure in one country. A founder in another. A subsidiary registered but dormant in a third. An intellectual property agreement from two years ago never reviewed by tax counsel. These are not edge cases: they are the standard anatomy of a funded startup.
The buyer’s legal team will find every gap. The question is whether you find it first.
The exposures
01
Unregistered permanent establishment
The company has employees, agents, or infrastructure in a jurisdiction where no corporate tax has been paid. The buyer assumes the liability at closing.
02
Missing transfer pricing documentation
Intercompany flows — licensing, management fees, loan interest — were never documented. In a post-close audit, all of it is exposed and potentially repriced.
03
Fractured intellectual property chain
Software built in one country but owned by an entity in another, with development activity in a third. No formal transfer, and no substance in the holding entity.
04
Controlled foreign company inclusion
Offshore profits were never included in the founder’s personal income tax in their home jurisdiction. The historic exposure follows the founder into the transaction.
05
Exit tax not modelled or provisioned
Several jurisdictions impose exit tax on unrealised gains at the moment of residency change or company transfer. Frequently not modelled at all.
06
Historic payroll and social security gaps
Remote workers treated as contractors for years. Social security obligations never registered or paid. The buyer acquires the entity, and the liability.
The process
Three phases, one integrated view
Every engagement runs a coordinated analysis across all exposure areas at once. No module is optional: a gap in one area frequently creates or compounds exposure in another. Each phase produces a formal deliverable reviewed by a qualified professional before delivery.
Depth of engagement
Three levels, by timeline and complexity
All levels are conducted by qualified professionals. The right one depends on your timeline, transaction size, and the complexity of your cross-border footprint. Scope is fixed and quoted before the engagement begins.
Full report
- Complete intake, map and deep scan across all modules
- Full quantification of each identified exposure
- Lawyer-reviewed, formatted due diligence report
- Lawyer review session
- Disclosure schedule support and remediation priority matrix
- Covers up to six entities, unlimited jurisdictions
Transaction support
- Everything in the full report
- Pre-closing remediation across critical findings
- Warranty and indemnity exposure analysis
- Founder exit tax modelling and residency planning
- A dedicated lawyer throughout the transaction
- Unlimited entities and jurisdictions
If you proceed to a full engagement within sixty days of completing the diagnostic, the diagnostic fee is credited in full toward it.
Before the process starts
Do not let due diligence surface what we could have mapped first
Start here
Your strategy shouldn’t know borders either.
Book a strategy call. We map your global footprint and show you where structure, residency and compliance can work as one.