Private Company Due Diligence: A Records-Based Guide
What registry, tax, bank and court records show about a private company, and where each one stops.
Private company due diligence is the work of checking what a company says about itself against what independent records show. A founder’s deck, a management presentation and a data room are all claims. Records are evidence. The gap between the two is where most of the useful information sits.
This guide organises the work by record type. It also states the limits of each, because a check is only as good as your understanding of what it cannot tell you. Kubr is a records desk. We verify what the records show and flag what your counsel or auditor should assess. We do not give audit opinions or legal advice.
Start with the question, not the checklist
Before opening any record, write down what you are relying on. An investor relies on revenue and ownership. A lender relies on cash flow and security. A buyer relies on liabilities and title. The same company produces different priorities for each. A short list of claims to test is more useful than a long list of documents to collect.
1. Registry records
The company registry is the baseline. In most jurisdictions it confirms that the entity exists, its registered name and number, its registered address, its officers and its filing history.
- What it shows: incorporation date, directors, registered office, filed accounts or financial statements where required, and registered charges over assets.
- What to compare: the director list against the people who presented to you; the registered address against the operating address; the filing dates against the period the company says it has traded.
- Limits: registry filings are self-reported and often late. Smaller companies may file limited financial detail. A clean filing history shows compliance with filing rules, nothing more.
2. Tax records
Tax filings and returns show what the company reported to the revenue authority, which is a useful independent anchor against the management accounts.
- What it shows: reported turnover, tax paid, filing regularity and, depending on the jurisdiction, indirect tax registrations and returns.
- What to compare: turnover in tax returns against turnover in the accounts and the pitch; filing gaps against the story the company tells about its growth.
- Limits: tax records are not public in most jurisdictions. They are available through the company itself, and a mismatch has several possible explanations, including timing, classification and error. A mismatch is a question to put to management, not a conclusion.
3. Bank records
Bank statements show where money actually moved. They are the hardest records to dress up, which is why they matter.
- What it shows: inflows and outflows, concentration in a few counterparties, regular obligations such as loan repayments, and whether the cash pattern matches reported revenue.
- What to compare: deposits against invoiced sales; large or round-sum transfers against disclosed related parties; the closing balance against what was represented.
- Limits: a statement covers one account in one period. Companies may bank elsewhere. Statements show movement, not the reason for it, so unusual items need an explanation from the company.
4. Court and tribunal records
Litigation and insolvency records show disputes the company or its promoters are or were part of.
- What it shows: cases filed by or against the company, recovery proceedings, insolvency applications, and in some systems cases involving directors.
- What to compare: disclosed litigation against what the records list; the size and nature of claims against the company’s stated contingent liabilities.
- Limits: court databases differ in coverage and quality, name matching is imperfect, and a case listing does not say who is right. Whether a matter is material is a judgment for your counsel.
Putting the records together
The value comes from cross-reading. A revenue figure that appears in the pitch, the accounts, the tax return and the bank deposits is well supported. A figure that appears in only one place is a claim. Where the records disagree, the useful output is a precise, sourced list of differences that someone qualified can explain or escalate.
Good practice is to keep each finding tied to its source record and date. A finding you cannot trace back is difficult to defend to an investment committee or a credit committee.
What records-based verification does not do
- It does not give an audit opinion on the financial statements.
- It does not provide legal advice or a view on enforceability, title or compliance.
- It cannot see what is not recorded: unrecorded liabilities, side agreements, or accounts held elsewhere.
- It does not guarantee that problems will be found. It tells you what the records show, and flags items for your counsel or auditor to assess.
A practical sequence
- List the five or six claims your decision depends on.
- Pull the registry record and check identity, officers, charges and filings.
- Obtain tax and bank records from the company, with its consent.
- Search court and tribunal records for the company and its principal officers.
- Cross-read the sources and write up the differences, each with its source.
- Pass anything material to your counsel, auditor or adviser for assessment.
To see how Kubr structures this work, read about our services, or contact us 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
- Companies House (GOV.UK)
- Accounting and Corporate Regulatory Authority (ACRA), Singapore
This article is general information, not legal, financial or investment advice.