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Tax due diligence

Tax due diligence – secure your transaction, make informed decisions.

When preparing for a merger or acquisition, you need full visibility into the target company's tax profile. Our tax due diligence review identifies critical risks, highlights potential liabilities, and provides actionable recommendations to support your negotiations. We give you the certainty needed to finalize a secure and fully compliant investment.

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Tax Due Diligence – a reliable review before acquisition

When planning an M&A transaction, understanding the target company's complete tax position is crucial. Our in-depth review detects hidden liabilities and exposures that could impact the purchase price or post-deal operations. Based on rigorous analysis, we deliver clear conclusions and strategic recommendations to support sound investment decisions.

Experienced Tax Advisor

We support investors in acquisition processes by conducting detailed tax reviews of companies. We verify the accuracy of tax settlements, identify areas of risk and prepare a Red Flag Report with key findings for the buyer.

A full picture of risks before signing the agreement

We provide practical recommendations that protect the transaction and support negotiations. We analyze compliance of tax settlements, identify areas requiring safeguards and assess potential tax consequences. As a result, you gain greater certainty and control over the investment.

What does a tax analysis cover in the due diligence process?

We conduct an in-depth tax analysis prior to the transaction

When acquiring a business, you may become liable for its outstanding tax obligations, even if they arose before the transaction. That is why a thorough review is essential. As part of the due diligence, we examine corporate income tax (CIT), VAT, tax at source and other liabilities. Our goal is to identify risks that may affect the purchase price, terms of the agreement or future obligations. We provide a transparent report with recommendations that form a solid basis for negotiations and investment decisions.

Scope and objectives of the reviews

We determine which areas (CIT, VAT, PCC, local taxes, etc.) require analysis and tailor the scope to the size and specifics of the transaction.

Review of historical tax compliance.

We analyze past tax returns, amended filings, outstanding liabilities, ongoing proceedings, and tax audits to uncover any irregularities or hidden exposures.

Analysis of related-party transactions and internal documentation

We review transactions with related entities, transfer pricing policies, intercompany agreements and financing structures.

Identification of potential liabilities and risks

We quantify potential tax liabilities, accrued interest, penalties, and remediation costs. We highlight critical risks that must be addressed through purchase price adjustments or contractual protections (warranties and indemnities).

Preparation of a Red Flag Report

We prepare a clear summary highlighting the most significant risks, their potential financial impact and recommended actions such as price adjustments, contractual protections or corrections.

Support in negotiations and transaction closing

We help use the findings in negotiations, including drafting warranty clauses, indemnities and other protective mechanisms.

Review of available tax reliefs and preferences

We verify whether the company has properly applied tax incentives (e.g. IP Box, R&D relief, Estonian CIT) and identify potential opportunities to reduce future tax burdens.

Additionally, we may verify:

  • correctness of applied tax exemptions and preferences,

  • VAT settlements and risk of civil law sanctions,

  • whether tax procedures in the company are sufficient to minimize future disputes.

Tax Due Diligence – real benefits for the investor

A tax due diligence conducted prior to a transaction helps minimize the risk of assuming hidden liabilities and provides a clear picture of the company’s situation. Our analyses are practical and focused on protecting the buyer’s interests as well as supporting negotiations of the transaction terms. As a result, the investor gains security, transparency, and a stronger position in discussions with the other party.

Financial security

We identify tax risks that may translate into future liabilities. You know what threats may arise and how to mitigate them.

Stronger negotiation position

The Red Flag Report supports informed decisions on price and transaction terms, providing concrete arguments during negotiations.

Reduced risk of disputes

Properly identified and documented risk areas help avoid conflicts with tax authorities after the acquisition.

Greater transparency in international transactions

We also verify withholding tax (WHT), related-party transactions and transfer pricing documentation to ensure compliance with domestic and international regulations.

Who is it for?

Our tax due diligence is addressed both to investors and buyers, as well as to owners planning to sell their company.

Buyer’s due diligence

Enables assessment of the actual tax position of the target company, identification of risks and protection against undisclosed liabilities.

Vendor due diligence

Helps prepare the company for sale, organize tax documentation and increase transparency for potential investors, which may positively impact valuation.

Need tax, legal or financial due diligence?

In addition to tax due diligence, we can organize a comprehensive review of the company – financial and legal.

Everything within one coordinated project, concluded with a consistent report and negotiation recommendations.

Tax advisory team

Your taxes in the hands of experts

Meet our team, who will help you optimize your tax settlements in full compliance with the law and with complete security — from audits and risk analysis, through implementation of beneficial solutions, to representation in dealings with authorities.

Jarosław Wowra

Tax advisor

A lawyer and specialist in financial law, tax advisor and author of over 300 publications on legal and tax matters.

For many years he was associated with the tax administration: he worked at the Tax Inspection Office, the Tax Office and the Fiscal Chamber in the Supervision Department over offices, serving as a trainer for inspection units.

As a result, he understands not only legal regulations, but also the internal processes and mechanisms of tax authorities.

Since 2006 he has supported the private sector, conducting corporate and ownership restructurings, tax analyses and optimizations, and representing clients in court proceedings.

He has achieved numerous successes in fiscal criminal cases, administrative proceedings and tax disputes. His in-depth knowledge of how public institutions operate “from the inside” helps conclude matters efficiently, without the need for lengthy tax or court proceedings.

Katarzyna Jankowiak

Tax advisor

A tax advisor specializing in supporting SMEs. She gained professional experience in cooperation with one of the renowned advisory firms in Poznań. Previously, for six years, she developed competencies in accounting, which today allows her to move freely at the intersection of tax law and accounting — with a full understanding of both regulations and the practical aspects of running a business.

Co-author of the publication “Chambers Global Corporate Tax 2024” devoted to corporate taxation worldwide. Participant of the mentoring program “IFA Mentoring Platform”, organized by the International Fiscal Association.

She specializes in ongoing advisory in the field of income taxes — including Estonian CIT — as well as VAT, also in the e-commerce context. She supports clients in complex reorganization processes. She is valued for combining expert knowledge with a practical approach and an excellent understanding of business realities.

EXTEND THE SCOPE OF COOPERATION

Do you need financial or legal due diligence?

In addition to tax due diligence, we can organize a full company review for you — financial and legal. All within one coordinated project, finalized with a comprehensive report and negotiation recommendations.

Comprehensive due diligence

We combine the work of tax advisors, financial experts and lawyers. As a result, you receive one integrated report that genuinely supports decisions regarding investment, sale or restructuring.

Our clients’ interests and security are our priority

We communicate in the following languages:

Polish

English

Ukrainian

Russian

Companies served

10K+

Satisfied clients

97%

Qualified specialists

100+

Reviews

Meet our clients and read their opinions about working with us

TaxCoach provides us with constant care and supervision in the form of outsourcing the Chief Accountant and supports the audit process conducted by the auditor.

During over two years of cooperation, TaxCoach employees have always demonstrated kindness, the ability to work flexibly and completed assigned tasks on time.

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Tomasz Framski

Consdata

When choosing an accounting firm, we were looking for a company with competent staff who would efficiently handle our accounting and handle the mandatory stock exchange reports.

In addition to basic services, TaxCoach accounting office offers tax advisors and a financial director, so we know our finances and taxes are in good hands.

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GIANLUCA LORENZO ACQUASANTA RASSUMOWSKI

Codeaddict S.A.

Thanks to the commitment of Mr. Miłosz Baranowski and his team, we managed to organize our accounting and introduce reporting, which enabled better financial management of our company.

We greatly value accessibility and communication skills – if we have any questions, we always have someone to call and we know that our doubts will be clarified.

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Krzysztof Burdalski

Drogowe Centrum Produkcyjno-Handlowe „BIG" Sp. z o.o.

Communication is very efficient, and thanks to our professional and experienced staff, all formalities are completed efficiently and on time. TaxCoach handles our income tax, VAT, and VAT OSS calculations, and also handles HR and payroll for our employees.

This year, the TaxCoach accounting firm implemented a new chart of accounts in our books. This chart was prepared by our management for cost budgeting purposes and adapted to the specific nature of our business. Thanks to the rapid implementation of this expanded chart of accounts, we have better control over our company's financial plan and can easily obtain not only essential tax information but also valuable management information.

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Games Lab

We've been using TaxCoach's accounting and HR services for almost three years now, and we've been very satisfied throughout our relationship.

The accounting, HR, and payroll services provided are of a very high standard, both in terms of content and organization. TaxCoach ensures the professionalism of its staff, and all deadlines are met.

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Grzegorz Sikorski

STEP RM Sp. z o.o.

What we value most is ongoing contact with our dedicated accountant and working together to find the best solutions for us.

From the very beginning, we felt surrounded by professional care. We no longer worry about missing important payment deadlines, which significantly improves the ease of running our business.

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Dawid Wójcik

SZTUKA BETONU

We have been working with TaxCoach for almost two years now and we are very satisfied – primarily because their service takes into account the realities of running a business, and not just adapts to accounting regulations.

We feel that there is a company on the other side, and not an extension of the tax office :)

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Szymon Więczek

Grupa WeDo Sp. z o.o.

We are very pleased with the services provided by TaxCoach.

Thanks to their modern solutions, everything runs smoothly. They offer a wide range of services, which allowed us to choose the perfect option for us. We feel secure thanks to the possibility of consulting with a tax advisor and their experienced staff. We know our finances are in good hands.

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Dentopolis s.c.

TaxCoach is a highly experienced company with a strong work ethic, as well as a modern and flexible company, ready to adapt to the client's needs.

Thanks to its extensive offer, it is able to propose individual solutions for its clients.

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Raion Automatyka

What I value most about working with TaxCoach is the full substantive support and immediate assistance in every matter related to running a business.

TaxCoach are ambassadors of professionalism and reliability, I heartily recommend them to all entrepreneurs.

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Beata Zapała

A.C.E. Produkcja Elektroniki Użytkowej Sp. z o.o.

We have been using TaxCoach services for accounting, HR and payroll since 2021.

We are very pleased with our collaboration. We especially appreciate the constant contact with our dedicated accountant and the seamless electronic document flow. The client panel is particularly helpful, allowing us access to all documents and monitoring work progress.

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Frumbo Sp. z o.o.

FAQ

What is tax due diligence?

Why conduct a tax review before a transaction?

What does tax due diligence typically cover?

What does the report look like?

How long does the review take?

Is the review confidential?

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