Is your company legally fit? Why a health check can benefit your company

The hidden compliance risks every business should know about

Running a business involves far more than managing day-to-day operations and chasing commercial goals. Behind the scenes, every company is subject to a complex web of corporate legal obligations — and failing to keep up with them can have serious, often unexpected consequences. Yet practice has shown that a lot of companies struggle to keep their corporate data up to date. Even more concerning, clients are often not aware of the location of their corporate books, how many shareholders they have, or even worse, have no clue on how to comply with the specific corporate legal rules that apply to them.

This is exactly why we developed our corporate health check service, a structured, expert-led review designed to give your business a clear picture of where it stands legally, and what steps are needed to stay fully compliant and protected.

What is a corporate health check?

A corporate health check is a service that conducts a legal review for organizations. This involves reviewing corporate data and compliance procedures. The findings can be used to develop a roadmap for improving legal processes, mitigating risks, and ensuring that your legal framework aligns with industry best practices.

In practical terms, it is a tool developed to identify potential legal issues and related risks before they escalate into costly problems. Think of it as a medical check-up for your company, a proactive examination of your legal health, designed to catch issues early and keep your business operating with confidence.

Why does it matter?

The urgency of corporate compliance is best illustrated through real-world examples. The following cases demonstrate the types of issues that companies — of all sizes — frequently face:

Case 1: A company was found to have no valid composition of the board of directors which had grave consequence to a large value contract that was recently signed, an inflexible representation clause, no share ledger available, and outdated articles of association.

Case 2: A multinational had no share ledger and proxyholders who had left the firm six years prior who could still bind the company. The UBO-registration was no longer correct upon which their bank blocked the bank accounts and the client did not have access to its funds to carry on its business.

Case 3: A mismatch between share capital and the number of shares in the annual accounts and articles of association was discovered just nine days before the transaction date.

Case 4: A company wanted to participate in a public tender procedure. In this context, they needed a legalized and apostilled UBO-extract from the UBO-register. Since their registration was not up-to-date nor confirmed, the UBO-authorities declined to provide the client with this document. As a consequence, the company could not participate in the tender.

These are not hypothetical scenarios — they reflect the kinds of compliance gaps that organizations of all sizes encounter. Left undetected, such issues can have real financial and legal consequences.

When should you consider a corporate health check?

A corporate health check is particularly timely and valuable in the following situations:

• changes in regulatory requirements
• audit preparations
• merger and acquisition activities
• expansion into new markets or internal restructuring or reorganization
• changes in company structure or ownership

Even outside of these specific triggers, the corporate legal health check should allow your company to remain at all times compliant with applicable companies legislation — giving you peace of mind as a matter of ongoing governance, not just reactive crisis management.

The risks of non-compliance

The consequences of poor corporate compliance go beyond administrative inconvenience. More specifically, legal and compliance issues can block transactions entirely. They can have a significant timing impact on transactions, potentially causing deals to collapse or incur additional costs.

Poor compliance gives ammunition to your counterpart in case of controversy, weakening your legal position precisely when you need it most.

Even outside of these specific triggers, the corporate legal health check should allow your company to remain at all times compliant with applicable companies legislation — giving you peace of mind as a matter of ongoing governance, not just reactive crisis management.

In short, the corporate health check is designed to reduce or avoid legal issues and the risks relating to them.

How the service works

Our corporate health check follows a clear, structured methodology to ensure thorough coverage and actionable outcomes. 

The process consists of the following phases:

• Phase 1: Research | We gather all relevant information necessary to perform the health check, including a meeting with the relevant stakeholders. This involves a meeting with the stakeholder(s) to review who is responsible for which workstreams within the company.
• Phase 2: Health Check | We review the gathered information and compare it to the relevant corporate laws, regulations, and obligations.
• Phase 3: Risk Assessment | We identify gaps that may require change to help ensure compliance.
• Phase 4: Remediation | We establish a process to manage and restore any irregularities in compliance, establish priorities, determine the appropriate course of action, and implement the changes required.
• Phase 5: Monitoring and Reporting | We assist with ongoing reporting and review to help ensure accountability and ongoing compliance.

The benefits for your company

Investing in a corporate health check delivers significant, tangible benefits:

• Risk reduction: proactively identify and address legal vulnerabilities before they become costly problems.
• Transaction readiness: ensure your corporate records are clean, accurate, and ready to withstand scrutiny in M&A transactions or audits.
• Regulatory compliance: the service improves entity compliance, supports corporate housekeeping, and establishes a structured annual compliance procedure.
• Stronger legal position: eliminate the compliance gaps that could be exploited by counterparties in disputes or negotiations.
• Actionable roadmap: walk away with a clear, prioritized plan for remediation and ongoing compliance management.

Peace of mind: the service creates added value not only for the company itself but also across all stakeholders, making it a win-win for everyone involved.

Who is this service for?

In principle, all companies can benefit from a corporate health check, but it is especially valuable for companies that have no dedicated corporate legal advisors and companies that are struggling with other kinds of compliance challenges. If your organization is growing, restructuring, preparing for a transaction, or simply has not reviewed its corporate records in some time, this service is for you.