Family Office Due Diligence on Private Companies
What a family office should verify before a direct investment, and which records support each point.
Family office due diligence on private companies has a particular character. A family office often invests directly, writes its own cheques, and has no large deal team behind it. It may be asked to move quickly on an introduction from someone it trusts. That combination is where independent checking earns its place. This article sets out what is worth verifying and which records support each point.
Why direct investments need their own checks
In a fund, a manager has already done a layer of checking, and you rely on their process and reporting. In a direct deal, you hold the risk of the underlying company yourself. The information you receive comes largely from the company or the person who brought you the deal, so independent records are the only counterweight.
1. Is the company what it says it is?
Records: company registry.
Confirm legal name, registration number, status, incorporation date and registered address. Check that the entity named in the term sheet is the entity in the registry, and that any group structure described to you matches the filings. Note the filing history for late or irregular filings.
2. Who owns and controls it?
Records: registry officer and shareholder filings; beneficial ownership registers where they exist.
Establish who the directors are and who ultimately owns or controls the company. Ownership through layers of holding companies or across jurisdictions deserves extra care. The question is not only whether the promoter exists, but whether the person you are dealing with is the person the records name.
3. Do the numbers hold up?
Records: filed accounts, tax returns, bank statements.
This is the heart of the matter. Compare the revenue and profit in the presentation with filed accounts and tax returns, then check that cash received in bank statements is consistent with reported sales. Differences are not proof of anything on their own. They are the questions to put to management before capital goes in.
4. What does the company owe, and to whom?
Records: registry charge registers; bank statements; filed accounts.
Registered charges show secured lenders. Bank statements show regular repayments. Compare both with the borrowings the company disclosed. An undisclosed lender or a repayment pattern that does not match stated debt is a point for your adviser.
5. Are there disputes or proceedings?
Records: court, tribunal and insolvency records.
Search for the company, and for its main promoters and directors, in the relevant court and tribunal records. Remember that name matching is imperfect and that a listing does not show who is in the right. Material matters go to your counsel.
6. Who are the people?
Records: registry officer histories; public court and regulatory records.
Look at the track record of directors across other companies: prior failures, disqualifications where such registers exist, and a pattern of related entities. This is context, and it is a prompt for questions. It is not a judgment on character.
Matching the check to the cheque
Not every investment needs the same depth. A sensible approach for a family office:
- Screening stage: registry and court search before spending management time.
- Pre-commitment stage: add tax and bank records, with the company’s consent, and reconcile against the accounts.
- Post-investment: repeat selected checks periodically, since filings, charges and proceedings change.
Where records stop and advisers start
Records-based verification tells you what the records show. It does not give an audit opinion, does not provide legal advice, and does not remove the need for your own accountants, counsel and tax advisers. Its job is to give them a better-sourced starting point and a precise list of items to examine.
Practical points
- Ask for the company’s consent to access bank and tax records at the start, and treat reluctance as information.
- Keep every finding tied to its source record and date.
- Decide in advance who will assess each type of flag: your auditor, your counsel or the investment committee.
- Separate the family’s own conflicts and relationships from the verification, so the checks are independent.
Kubr works with investors on private deals; see who we serve, or get in touch with a company name and we will reply with scope and timing.
Sources
Primary registries and regulators referred to in this article:
- Ministry of Corporate Affairs (MCA), India
- Securities and Exchange Board of India (SEBI)
- Companies House (GOV.UK)
This article is general information, not legal, financial or investment advice.