Before buying an Irish company, verify the target's legal identity, ownership, directors, filings, financial statements and registered charges. Then investigate tax, contracts, employees, litigation, intellectual property, property, data protection and regulatory compliance. Public CRO records are the first screening layer—not a substitute for legal, financial and tax due diligence.
Start before exclusivity: confirm that the company being offered is the same legal entity that owns the assets, contracts and trading history described by the seller. Search it now or obtain a €9.99 Irish company report for the initial review.
Share purchase versus asset purchase
In a share purchase, the buyer acquires the company itself. Its contracts, assets, rights and liabilities generally remain within that legal entity, subject to transaction documents and change-of-control terms. In an asset purchase, selected assets and liabilities are transferred instead. The structure changes what must be investigated, transferred and protected.
Decide the proposed structure with Irish legal and tax advisers before relying on a checklist. This guide focuses on the public-record and commercial questions that help a buyer scope professional diligence.
Phase 1: confirm the target on the Irish register
- Search the exact legal name and CRO registration number.
- Confirm company type, incorporation date, status and registered office.
- Review current and former directors and the company secretary.
- Check recent annual returns and financial-statement filings.
- Identify previous names, major officer changes and available charges.
- Compare every fact with the seller's teaser, accounts and draft heads of terms.
The CRO describes itself as the central repository of public statutory information on Irish companies. Its record can establish the registered entity and filed history, but it will not verify every commercial claim made in a sale process.
Phase 2: understand ownership and authority
Obtain the statutory register of members, current cap table, share certificates, allotment and transfer records, shareholder agreements, options and other rights over shares. Reconcile them with annual returns and the seller's proposed ownership schedule.
Do not assume public RBO access supplies a complete ownership answer. RBO guidance says the public profile is limited, while restricted beneficial-owner details are available to qualifying designated persons. The company must maintain its own internal beneficial-ownership register, which advisers can request through the diligence process.
Confirm that the people negotiating and signing have authority. Review board and shareholder approvals required for the transaction and any restrictions in the constitution or shareholder agreements.
Phase 3: analyse financial statements and current trading
Read at least the latest available filed accounts and, where possible, several comparative periods. Review revenue quality, margins, working capital, cash conversion, debt, net assets, tax balances, related-party transactions, guarantees and commitments.
Filed statements can be old and abridged. Request current management accounts, bank statements or confirmations, aged debtor and creditor listings, forecasts, budgets and details of post-balance-sheet events. Reconcile management figures to statutory accounts rather than treating either set in isolation. Our guide to checking financial health highlights the first-pass ratios and warning signs.
Phase 4: inspect debt, security and guarantees
Search CRO charge filings and request the underlying facility and security documents. The CRO register records registrable mortgages and charges and the person entitled to the charge. Confirm outstanding balances, repayment terms, covenant compliance, release mechanics and whether lender consent is required.
Ask about guarantees given by or for the target, invoice finance, leasing, retention-of-title claims and obligations that may not be obvious from a public charge search. A satisfaction filing should be checked against the actual release documents.
Phase 5: tax diligence
- Corporation tax, VAT, PAYE and relevant payroll filings
- Tax audits, interventions, assessments, disputes and payment arrangements
- Losses, reliefs and assumptions supporting deferred-tax balances
- Employment status of workers and benefits provided
- Stamp duty and transaction-structure implications
- Tax warranties, indemnities and retention or escrow requirements
Revenue states that tax clearance confirms that a person's tax affairs are in order for the purposes covered by the service. Current clearance can be verified by a third party using details supplied by the holder, but tax clearance is not a substitute for transaction tax diligence or protection in the purchase agreement.
Phase 6: commercial and operational diligence
| Area | Evidence to request | Key question |
|---|---|---|
| Customers | Top-customer revenue, contracts, churn and pipeline | How much value depends on a few relationships? |
| Suppliers | Critical contracts, pricing, arrears and alternatives | Can the business continue after a change of control? |
| Employees | Contracts, pay, pensions, disputes and key-person retention | Who must remain for the acquisition case to work? |
| Technology and IP | Ownership, licences, open-source use, domains and security reports | Does the target own what the buyer believes it owns? |
| Property and assets | Title, leases, planning, condition and finance | Are assets transferable and free from unexpected rights? |
| Compliance | Licences, complaints, investigations, policies and incidents | Could a historic breach create post-completion cost? |
Phase 7: contracts and change-of-control risk
Build a complete contract list and identify agreements requiring consent, notice or termination on a share sale or asset transfer. Prioritise major customers, suppliers, lenders, landlords, distributors, licensors, government bodies and data processors. Compare signed agreements with the revenue and cost actually recorded.
Phase 8: disputes, regulation and data protection
Request details of litigation, threatened claims, workplace disputes, regulatory correspondence, insurance notifications, product issues, cyber incidents and personal-data breaches. Check whether the target has the licences and permissions needed for its sector and whether they survive the proposed transaction.
Convert findings into transaction protection
Due diligence is valuable only if findings change the decision or deal terms. Depending on professional advice, responses can include:
- a price adjustment or working-capital mechanism;
- conditions that must be satisfied before completion;
- specific warranties and indemnities;
- escrow, retention or deferred consideration;
- lender, customer, landlord or regulatory consent;
- remediation plans and post-completion covenants; or
- walking away where risk cannot be priced or controlled.
A practical first-pass request list
- Company report and key CRO filings
- Constitution, cap table and statutory registers
- Three years of accounts plus current management figures
- Debt, security, guarantees and banking documents
- Tax returns, clearance and correspondence
- Material customer, supplier, property and finance contracts
- Employee schedule, key contracts and disputes
- IP, technology, security and data-protection records
- Litigation, insurance, regulatory and compliance records
Start the company investigation
Search the target by name or CRO number for free. When you need a portable first-pass record, order an Irish company report for €9.99. For a transaction, give the underlying official documents and data room to qualified Irish legal, tax and financial advisers.