Counterparty verification

[Марат]

A good topic is mine! I’m doing it too - only ORGANIZING THE CONTRACTOR INSPECTION! To learn everything, indeed, you can "dig" to infinity and for a long time - depending on the tasks! But, basically, you can determine the normal potential customer in 3-10 days.

Totally agree with you. For quite a long time I had to do this work. First, in the economic security service of a commercial bank, then as the head of the economic security service of the company. There was not much time for consideration and decision making. However, they were mistaken very, very rarely)))

 

[Плотников Юрий Михайлович]

Thanks, interesting!

 

[Бедеров Игорь Сергеевич]

Obtaining official information about a foreign company for litigation

Posted by: Roche & Duffay
In arbitration court practice, the problem of obtaining evidence of a foreign partner often arises. Such, at first glance, a simple procedure like submitting corporate documents of a foreign company to the court can cause difficulties, since obtaining them is not as easy as it might seem.

The fact is that no matter how you try to get them - through the official procedure or on your own, this will be associated with certain inconveniences.

Formal Evidence Procedure
The official procedure provides for the minimum participation of the party in obtaining information - it is only necessary to file a lawsuit in a Russian court, and when the claim is accepted for production, file a petition for the collection of evidence abroad; you just have to wait for the transfer of evidence from abroad to the Russian court, which will then be able to attach them to the case.

If the country in which the company for which you require information is registered is a party to the Hague Convention on the receipt of evidence in civil and commercial matters abroad of March 18, 1970 (more than 40 countries, including all Western European ones), then the procedure for obtaining evidence will be simplified if not, then the procedure will take an indefinite (but guaranteed long) period, since the number of authorities, including the consular authorities of both countries (the Russian Federation and the state where the company is registered, the information about which you need), through which the request will go, is not known in advance in order to reach a competent foreign court; at the same time, if the jurisdiction turns out to be very exotic, and the mechanism for providing evidence is not debugged, the result may turn out to be unpredictable (it may not exist at all ...).

The simplified official procedure is implemented in accordance with the Hague Convention on the receipt of evidence in civil and commercial matters abroad of March 18, 1970, and applies only to the countries participating in it. The following scheme operates: the Russian court, having received from the plaintiff a petition for the demand for evidence, transfers the court order to the body that is entrusted with the transfer of the court orders to the appropriate body abroad (in our case, it is the Ministry of Justice), in turn, a foreign body (analogous to the Ministry of Justice or the Prosecutor’s Office ) sends a court order to a competent court. Then, the foreign court requests the necessary documents from the registrar of companies or other departments with similar information, and transfers the documents to the responsible authority in their state, the foreign authority sends the documents to the Russian authority, and the latter transfers them to the Russian court. It remains to be added that documents obtained through the official procedure do not need to be legalized in order to be submitted to the court.

The disadvantages of the official procedure include the deadlines - from the filing of a petition to a Russian court to the receipt of official documents, at least 4 months will pass; limitation of potentially available documents - the search will be carried out only by the main source - the register of companies (except for the register of companies, information on the company may contain the register of courts, the registry of the credit bureau or tax authority), as well as the lack of translation into the language of the country where the documents will be transferred - despite the fact that the legalization of documents is not required during the official procedure, the documents will need to be translated, and translation assured, which again will increase both material and time costs.

If the Russian Federation has a bilateral agreement with a certain country on legal assistance in civil and / or commercial matters (such an agreement exists, for example, with Switzerland), then the procedure can be even simpler, since a court order will be transmitted directly from the judicial authority in one country to a judicial authority in another country, which will significantly reduce the time, but this will not solve the problems with limited resources and translation.

In fact, a problem with the official procedure may arise even at the stage of filing a claim: the claim must have a basis - the facts that you refer to in support of your claims, in turn, the facts must be supported by evidence, and if you have no other evidence , except for those that you expect to receive, the claim will have no reason, and, accordingly, it cannot be accepted for production.

Alternative evidence
If you decide to rely on your strength, it will be necessary to completely control the entire procedure from filing an application to checking the submitted documents - you will have to select the people who will do this, look for the competent authority abroad, send a request there, agree on the legalization of documents (which may entail additional difficulties) and, perhaps, to prove to the court the admissibility of this evidence - that is, firstly, that the documents were obtained from an official source, secondly, with due process, and thirdly, that they comply established form.

In addition, it is not always possible to directly contact the official body of the country of registration of the counterparty - therefore, you will have to contact the consular authorities of the state where the company of interest is registered, for which you need a court order from a Russian court (and there is a problem with the basis of the claim indicated above). Even if you manage to go to a body that has such information, you cannot be sure that it will provide it, and, in addition, the amount of information provided directly from an official source to a person who does not professionally receive such information will be enough narrow - for example, in most states it is difficult (and in some it is completely impossible) to obtain financial documentation.

In order to avoid all these problems, in most states there are special law firms that provide services for finding information about companies registered in the jurisdiction. Such companies provide a wide range of information, ranging from searching the company registry for specific criteria (for example, information about what other companies are headed by the person who is the director of the company you are interested in), and ending with the provision of financial statements contained in the source accessible only to a certain circle of persons (state bodies and specialized law firms); however, the entire procedure will take no more than a month. In addition, a specialized law firm can provide translation and certification of documents, as well as written explanations of a lawyer practicing in the country of registration of the company you are interested in about the significance of certain documents (“legal opinion”).

In many cases, this method of obtaining evidence is optimal, but the following should be considered:
the service is relatively expensive;
it is possible that the company prefers to work not directly with the client, but only through a professional intermediary company;
even if the company works directly with customers, this does not exclude problems associated with a lack of understanding (especially when the company operates in a different legal system) as to which documents you may need and how to certify them so that they have probative value.

The content of the service of providing official information about foreign companies
Depending on the country of registration of the company, the amount of information that can be provided varies. The general list of documents that can be provided can be divided by the sources of their receipt.
Information from the company register (commercial register) includes:
If the company is registered in the country where the common law system operates (USA, Great Britain, its former colonies, most of the islands of the Caribbean and other dependent territories of Great Britain), - Certificate of Good Standing, Certificate of Continuing Registration, Certificate of Compliance and etc. depending on the jurisdiction), where the company number, date of incorporation, status (current; in the process of liquidation or bankruptcy) are indicated; in some jurisdictions (for example, Great Britain, Gibraltar) the certificate of well-being contains more detailed information.
If the company is registered in one country of the continental legal system (all European countries), then the basic information about it will be included in the extract from the trade register, which indicates the company number, date of incorporation, information on the legal form, company status and its change from the moment of registration, the registered address of the company, data on the registered agent, directors and executive secretary of the company, on the authorized capital and its change from the moment of registration, on the number of shares and shareholders (sometimes - a list of the largest shareholders

Corporate documents that a company register can provide (the list varies depending on the particular jurisdiction; in the USA, for example, internal company documents are not always transferred to the register):
Memorandum of association;
Charter;

Documents on the appointment / removal of directors of the company.
Information from the court register, including facts of the company's participation as a defendant in civil cases, as well as in cases of bankruptcy or liquidation; usually provided for a limited period of time.
Information from the register of the registered agent (the registered agent is the person responsible for the company’s communication with government bodies, including the company register) may include all the information available in the company register, however, instead of a certificate of good condition, such a company can provide its unofficial counterpart - Certificate of Incumbency , as well as more detailed information about persons holding senior positions in the company - directors, treasurer, members of the Management Board, members of the company's supervisory bodies, executive secretary; in addition, more detailed information about shareholders and, in some cases, financial information.

A registered agent, as a rule, provides information either at the request of the client (meaning the company you need information about), or at the request of the court or in connection with another official procedure.
Information from financial authorities (credit bureaus, tax authorities). Information of this kind can not always be obtained directly: basically, it is provided by specialized companies in the jurisdiction where the company is registered, information about which is required.

Financial documentation may include a company balance sheet, profit and loss statement, audit reports for the past few years; in addition, a company credit rating, information on pledges and mortgages, as well as a report on affiliates may be provided.
A law firm that professionally seeks information about companies can provide a lawyer's opinion on the significance of documents received about a foreign company (“legal opinion”); this type of document is available in almost any jurisdiction upon special request

Finding information about a foreign company using the example of Switzerland and Hong Kong
Consider specific situations with obtaining official information about a foreign company using the example of the jurisdictions of two legal systems - Switzerland as a state with a continental legal system, and Hong Kong as a representative of common law.

Switzerland is one of the most open countries in terms of the possibility of obtaining information about the companies registered there; accordingly, most of the information can be obtained from the open commercial (trade) register that exists in each canton.

The register of companies provides a certified statement containing the company number, incorporation date, legal form, company status, information on changes in status and name, information on the scope of the company, information on the size of the authorized capital and its change, the number of shares, their par value and the number of shareholders, as well as information on responsible persons (directors) who have the right to sign. In addition, in the register you can order corporate documents of the company - the charter, constituent (registration) documents, and in some cantons and internal documents of the company.

The information from the court register contains a list of cases in which the company appeared as a defendant (a list of all cases in which the company participated) is possible, including cases of liquidation and bankruptcy.

Swiss financial authorities do not provide information directly, so the relevant information is available through a specialized law firm. Financial information includes balance sheet, income statement, information about pledges and mortgages.

As for Hong Kong, here, guided by considerations of saving time (and effort), it will be more convenient to apply for the necessary information not directly to the registry, but to the local specialized intermediary company, which has access to the databases of the company registry, court registry, and financial registries organs.

Information from the register of companies includes a Certificate of Good Condition (which includes general information about the company, see above); list of directors (including names and addresses); list of shareholders (including names, addresses and size of shares) and changes in the composition of shareholders; amount of authorized capital; the register can also provide company documents, including the charter, memorandum of association, incorporation certificate and documents on the appointment / removal of directors.

Information from the judicial registry (separate registries are kept for various types of cases, which increases the search costs) is the information for the last 6 years regarding the company's participation as a defendant in civil cases, as well as in cases of liquidation and bankruptcy lawsuits.

Financial information is limited and may contain only excerpts from the company's balance sheet and income statement. A full financial report is available only at the request of a Hong Kong court, and for a process taking place in that court.

conclusions
Each of the methods for obtaining official information is associated with certain costs, and, depending on the specifics of the situation, you can choose one that is associated with the least difficulties and costs.

A formal procedure is more suitable for you if all of the following conditions are met:
You have documents that you can refer to as a justification for a claim in a Russian court and without documents that need to be received abroad;
The country where the company of interest is registered is a party to the Hague Convention on obtaining evidence in civil and commercial matters abroad, or has an agreement with the Russian Federation on legal assistance in civil and / or commercial matters;
You only need the basic documents that can be obtained from the register of companies (see the list of documents available in the register above);
You have the opportunity to wait from 4 to 6 months.
You need to contact a law company that provides professional services for finding information about companies (either Russian or foreign, which operates directly in the jurisdiction you are interested in if this company works directly with clients), if at least one of the following conditions is met :
You need documents about a foreign company as a justification for the claim;
The state where the company of interest is registered is not a party to the Hague Convention on the receipt of evidence in civil and commercial matters abroad;
You need specialized information - financial reports, information on pledges and mortgages, information on participation in court cases, as well as information that can be obtained from the official registry for non-standard search criteria;
You want to receive the opinion of a lawyer practicing in the jurisdiction where the company is registered;
You do not have time to wait more than a month.

https://assay.gov.ua/w/assaygovua.nsf/0/ ... 53002BC86A

 

[Quo]

Re: Checking contractors in the UK

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[Орлан]

the service is really useful, it’s a pity that just some of the listed sources are not in Ukraine.
thanks for the stuff

Since October 19, the State Registration Service of Ukraine has opened access to the information of the Unified State Register of Legal Entities and Individual Entrepreneurs. Already now you can find out information about the founders and branches of legal entities in Ukraine from an official source. Search in the USR registry is available at the link https://irc.gov.ua/ua/Poshuk-v-YeDR.html (to search for founders, you need to search and click the button for more details)

Thank you Igor, we really know about this for a long time

 

[Плотников Юрий Михайлович]

Thank!