M&A Financial and Tax Due Diligence

Before an acquisition, minority investment, fundraising or restructuring, financial and tax due diligence on the target is a critical step in understanding deal risks and negotiating the right terms. Z&X's financial and tax teams work together to identify contingent tax liabilities and potential deal risks, quantify their impact and provide transaction recommendations, with a work plan built back from your deal timetable.

For listed-company engagements, we can also provide full-scope financial, tax and business due diligence to meet transaction and regulatory requirements.

· Financial due diligence: Quality of financial statements, working capital, liabilities and commitments, and quality of earnings.

· Tax due diligence: Compliance across all taxes, contingent tax liabilities and historical exposures.

· Related-party transactions and transfer pricing: Compliance risks in related-party transactions and pricing.

· Business due diligence for listed companies: Full-scope financial, tax and business due diligence at listed-company standard, meeting transaction and regulatory requirements.

· Acquirers and investors: Companies planning to acquire or take a stake in a target that need financial and tax due diligence before the deal.

· Companies raising capital or restructuring: Those needing financial, tax and business due diligence on themselves or their counterparty.

· Listed-company engagements: Full-scope due diligence meeting transaction and regulatory requirements.

· Multi-target or complex group transactions: Scope tailored to the specific project.

· Kick-off and scoping (within 1 week of engagement): Confirm scope, issue a document request list and assemble the project team.

· Information gathering and fieldwork (1–3 weeks after documents are complete): Document review, interviews, on-site work (where required) and data collection.

· Analysis and working papers: Professional analysis and drafting of due diligence report working papers.

· Review and finalization (1–2 weeks after first draft): Partner review, independent review and sign-off by an equity partner, and finalization.

· Delivery and Q&A: Formal delivery, walkthrough of findings and follow-up Q&A within the agreed period.

The overall timeline is around 4–8 weeks, depending on the size of the target and the level of data access, and can be planned back from your deal timetable. A Chinese-speaking project manager serves as your single point of contact, with communication and reporting in Chinese throughout.

· Financial / tax due diligence report: A structured presentation of the target's financial and tax position and key findings.

· Risk and contingency schedule: A list of identified risks and contingencies.

· Quantified impact and transaction recommendations: Input for valuation and negotiation of deal terms.

· Business due diligence report: For listed-company engagements.

Due diligence findings are based on the information and interviews available during the agreed period and do not constitute an audit or assurance opinion or investment advice. Where the seller restricts access to information, any scope limitations will be clearly stated in the report.

· Should the Thailand‑based project be invested directly by the Chinese parent company, or via a Hong Kong or Singapore‑based entity?

· Will the equity structure of a Thai‑registered company affect China’s ODI filing?

· How can Thailand's audit report support the consolidated financial statements of the Chinese headquarters?

Want advice tailored to your company? Book an M&A financial and tax due diligence consultation →