Business acquisition · Due diligence · Share purchase

About to buy a company?
Find out what is inside before you sign.

Essential Due Diligence checks the tax, accounting and legal position of the company you want to buy and gives you a report with the red flags, their impact on the price and the clauses to put in the contract. Fixed fee, 2-3 weeks from the data room. Credited in full if we then assist you with the acquisition.

Video call or at our office in Erba (Como) · Before signing the preliminary agreement

Output
Red flag report + clauses
Timing
2–3 weeks
Fee
Fixed, agreed upfront
If you buy with us
credited in full

Three situations we see every month

Do you recognise yourself in one of these?

01

You want to take over a competitor or a supplier.

You know the market, perhaps you know the owner. But knowing the business is not knowing the books: tax debts, contracts that fall away on a change of control, inventory worth half what it seems. You need someone who looks where you wouldn't.

02

The seller has given you a price and "the accounts are fine".

The accounts are always fine, until someone reads them. Due diligence is the only moment when you can renegotiate with arguments, not feelings.

03

You are buying a partner's share, or joining an existing company.

You become jointly responsible for everything that came before. You need to know what you are taking on, and write it into the contract: warranties, indemnities, an adjustable price.

The product

Essential Due Diligence.
What matters, before the preliminary agreement.

Not a 200-page analysis that nobody reads and that costs as much as the company: a defined scope, a fixed price, a deadline, and a report that tells you what to do.

  • 01Tax. Tax returns, VAT, ongoing or likely audits, risky transactions, tax credits used: how much could arrive later, and who pays.
  • 02Accounting. Quality of earnings, receivables that are really collectable, inventory, off-balance-sheet liabilities, real net financial position, normalised working capital: this is where the price gets adjusted.
  • 03Legal and corporate. Articles of association, agreements, officers, key contracts and change-of-control clauses, employees and TFR (employee severance pay), litigation, property and licences.
  • 04Red flag report. Each finding with its severity, estimated impact on the price and remedy: renegotiation, warranty, escrow, earn-out, condition precedent. A two-page summary to decide on.
  • 05Acquisition structure. Shares or business, vehicle, financing, holding company: how to buy so that you also pay the right amount to the tax authorities.

How it works

Four steps, before signing.

i.

30-minute meeting

Free. You tell us about the target, where the negotiation stands and what worries you; we define the scope and price of the Due Diligence.

Video call or office
ii.

Document list and data room

We give you the request list to pass on to the seller. The 2-3 weeks start once the documents are in.

Standard request list
iii.

Report and review meeting

You receive the red flag report. We go through it together (90'): what really matters, what to ask the seller, what to write in the contract.

90 min
iv.

Your decision

Buy with our assistance (fee credited), renegotiate, or walk away. In every case you have spent a fraction of what you would have risked.

Within 60 days for the credit

Honesty first

Who it is for. And who it is not for.

It makes sense if

  • You are buying a company or a business unit at a price of roughly over €300,000.
  • You are between the letter of intent and the preliminary agreement, or about to make an offer.
  • You are an entrepreneur, a group or a manager buying, not a fund with its own in-house team. For family offices, search funds and M&A advisers there is our tax due diligence and deal structuring service.
  • You want to renegotiate with numbers, and a contract that really protects you.

It does not make sense if

  • You have already signed the final contract: we can help, but with other tools (warranties, litigation).
  • You are taking over a small retail business with no company behind it: registry searches and a licence check are enough, and we will tell you so.
  • You only want confirmation of a decision already made.
  • The target won't make the documents available: in that case you already have your answer.

The firm

Tentori TLS,
Erba (Como).

A tax, accounting and corporate advisory firm for businesses. We advise entrepreneurs and family groups on extraordinary transactions — sales and acquisitions of businesses, contributions, reorganisations — from pre-deal to post-closing, with a single point of contact for tax, accounting and contractual matters.

We also make acquisitions for our own group: we know what you find inside a company, because we have been there on the buyer's side.

We work from Erba with clients throughout Italy, by video call and with a confidential data room. We work alongside the accountant and the notary who already look after the company.

Frequently asked questions

What people ask us.

Q·01I already have an offer ready: is due diligence needed before or after?

Before the binding preliminary agreement, always. After signing you have much less leverage to renegotiate. Essential Due Diligence is designed to sit between the letter of intent and the contract: 2-3 weeks, with the seller's data room.

Q·02What exactly do you check?

Tax (tax returns, VAT, audits, assessment risks), accounting (quality of earnings, receivables, inventory, hidden liabilities, real net financial position), legal and corporate (articles of association, agreements, officers, key contracts, change of control, employees, litigation). The report lists the red flags, quantifies them and says what to put in the contract: warranties, escrow, earn-out, price adjustment.

Q·03How much does a due diligence cost?

Essential Due Diligence has a fixed fee, set during the call based on the size of the target and the scope, and agreed in writing before we start. It is a fraction of what it costs to discover a tax liability after closing. If we then assist you with the acquisition, the fee is credited in full.

Q·04Why are you faster than others?

Because reading the documents — financial statements, contracts, tax returns — is supported by proprietary analysis software that extracts and cross-checks the data; the professional's time goes on judgement, not transcription. Same rigour, fewer weeks, fixed price.

Q·05Do you also assist with the negotiation and the contract?

Yes. After the report you can engage us for acquisition support: price renegotiation based on the red flags, deal structure (shares or business, vehicle, financing, holding company), contract and closing, post-acquisition integration. We work with the notary and, if you have one, with your accountant.

The first step

First, the 30-minute meeting.
Then, only if needed, the Due Diligence.

You tell us about the target and the negotiation. You leave with scope, price and timing — or with the advice not to spend, if the case doesn't call for it. On the other side of the table? Want to sell your company →

Book 30 minutes
Prefer to write?
info@tentoritls.it
Or call
+39 031 547 8406 · Mon–Fri 9·00 → 18·00

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Further reading from the blog

Before you buy, read.