Full Due Diligence for Buying and Selling Industrial SMEs
Before you sign a purchase or a sale, you need to know what you are really buying. We run a full due diligence exercise — financial, legal, tax, technology and ESG — that brings the hidden risks and red flags of the deal into the open. And we go one step further: we identify the public grants and R&D&I tax deductions available to companies operating in Spain that can improve the return on the deal after completion.
5
Areas of review: financial, legal, tax, technology and ESG
Is this right for your deal?
We work alongside those buying or selling an industrial company who want to decide on verified information, not on assumptions.
Who it is for
- Industrial SMEs considering the purchase of a competitor, supplier or customer
- Owners preparing the sale of their company who want to reach the process without surprises
- Family groups going through succession or a corporate reorganisation
- Investors and holding companies assessing an industrial acquisition
What we review
- Financial: financial statements, cash position, debt and quality of earnings
- Legal: corporate structure, contracts, licences and litigation
- Tax: compliance and contingencies (corporate income tax, VAT, personal income tax, related-party transactions)
- Technology and ESG: technology assets, cyber security and sustainability risks
Risks we detect
- Hidden liabilities and unprovisioned tax or employment contingencies
- Pending litigation and contracts with change-of-control clauses
- Critical dependency on customers, suppliers or key people
- Exposure to ESG and value-chain obligations (CSDDD / CSRD)
What Tecnocim adds
- We connect the deal to the public grants available after completion
- We identify R&D&I tax deductions (art. 35 LIS) that improve the return
- A report written for the negotiation: price, warranties and adjustments
- A multidisciplinary team across finance, tax, legal and innovation
How we run your due diligence
Scope and data room
We define the perimeter of the due diligence according to the type of deal and open an organised data room. We agree which areas — financial, legal, tax, technology, ESG — need greater depth given the risks of the industrial sector involved.
Multidisciplinary review
We review accounts, contracts, tax position, technology assets and ESG exposure in parallel. We verify the seller's information and cross-check the data to bring out hidden liabilities and red flags that do not show up in the financial statements.
Findings and red flags report
We deliver a clear report with the risks ranked by impact, their effect on the valuation and recommendations for the negotiation: price adjustments, warranties, representations and warranties, and conditions to completion.
Post-deal roadmap
We identify the public grants and R&D&I tax deductions the acquired company can use after integration, turning the due diligence into a lever for return and not only a check on risk.
Types of due diligence
We adapt the depth of each area of review to the real risks of the deal and of the industrial sector. Buying is not the same as selling, and a deal with heavy tax exposure is not the same as one with low regulatory risk.
Buy-side
Before you acquire
Buyer due diligence
For SMEs and investors assessing an acquisition
- Verification of the seller's financial, legal and tax information
- Detection of hidden liabilities and unprovisioned contingencies
- Review of contracts with change-of-control clauses and critical dependencies
- Recommendations for negotiating price, warranties and reps & warranties
- Identification of public grants and R&D&I tax deductions available after completion
Sell-side
Before you sell
Vendor due diligence (VDD)
For owners preparing the sale of their company
- Anticipating the red flags the buyer will find
- Ordering and preparing the data room before going to market
- Review of tax compliance (corporate income tax, VAT, personal income tax) and related-party transactions
- Analysis of ESG and value-chain exposure (CSRD / CSDDD)
- A stronger negotiating position, so you reach the process without surprises
Are you about to buy or sell an industrial company?
We help you know exactly what is at stake before you sign, and turn the deal into a lever for return through public grants and R&D&I tax deductions.
Let's talk about your dealFirst conversation confidential and without commitment
Other M&A and business transfer services
Information Memorandum
Preparation of the information memorandum and the data room, so you go to market on solid ground.
Buyer Search
Identifying and approaching qualified buyers and investors for the deal.
Negotiation and Completion
Support through the negotiation of price, warranties and terms all the way to completion.
Post-Merger Integration (PMI)
An integration plan after the deal, to capture the value and the return you expected.
Industrial M&A and Business Transfers
Company sales in industry, connected to public grants and R&D&I tax deductions after the deal.
Why companies trust Tecnocim
+400
Companies advised
+30
Years of experience
91%
Success rate in public funding
Frequently asked questions about due diligence
It is a thorough investigation carried out before an acquisition that verifies the seller's information and detects risks across several areas: financial, legal, tax, employment, technology and ESG. The aim is that the buyer knows exactly what is being acquired before signing, and can negotiate price, warranties and terms on the basis of real findings.
The most common are financial due diligence (accounts, debt and cash), legal (corporate structure, contracts and litigation), tax (compliance and contingencies in corporate income tax, VAT and personal income tax), employment (contracts and Spanish Social Security), technology (digital assets and cyber security) and ESG (sustainability and value chain). In industrial companies it is also essential to review licences, environmental permits and operational dependencies.
The hidden-defects remedy of the Código Civil (the Spanish Civil Code, art. 1484) gives a period of only six months to bring a claim (art. 1490), which is not enough for a company sale where risks can surface years later. That is why M&A practice relies on contractual representations and warranties negotiated on the back of the due diligence.
They are critical findings that can put the deal at risk or reduce the value of the company: hidden liabilities, unprovisioned tax or employment contingencies, pending litigation, contracts with change-of-control clauses, excessive dependency on one customer or on key people, or regulatory breaches. Finding them in time makes it possible to adjust the price, demand warranties or, where needed, rethink the deal.
The transfer of shares and holdings is governed by the Ley de Sociedades de Capital (the Spanish companies act, Real Decreto Legislativo 1/2010). On tax, transactions between related parties must be valued at market value under article 18 of Ley 27/2014 (the Spanish corporate income tax act). In addition, the European CSRD (2022/2464) and CSDDD (2024/1760) directives bring growing obligations on sustainability and value-chain due diligence.
What sets us apart is that we do not stop at verifying risk. During the review we identify the public grants the acquired company can apply for after completion and the R&D&I tax deductions set out in art. 35 LIS, the Spanish corporate income tax act, which allows 25% of R&D spending to be deducted (with additional percentages on top) and 12% on technological innovation. The deal gains a post-deal lever for return.
The data room is the organised repository where the seller makes all the company documentation available to the buyer — contracts, accounts, deeds, tax and employment information — so that the due diligence team can review it in a structured and confidential way. A well-run data room speeds up the process, reduces uncertainty and supports a negotiation based on verified information.
Shall we talk about your purchase or sale?
Tell us where the deal stands and we will explain how a full due diligence protects your decision and improves your return.
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