Provenance DiligenceIndependent buy-side risk screen · Spain & Portugal
Decision Memo
Illustrative sample
This is a sample — and deliberately the other outcome. Most cheap listings hide a problem; some do not. This memo shows what a Screen looks like when nothing in the public record blocks the deal — a reasoned "move to independent verification" opinion, not a "we found problems" list. The deal (shop, town, prices, staff) is illustrative: no real client, seller or business is named, and the figures are worked examples. What is real: every statute, rate and benchmark, each cited and traceable. Spain-law specimen — Portuguese deals run the identical protocol against the Portuguese stack. Compare with the "Only-If" sample → to see both outcomes side by side.
The verdict · No desk blocker found
No desk blocker found
Based on the public records I could reach and the figures in the listing, I did not identify a desk-stage blocker. The next step, if you choose to continue, is independent verification by your own lawyer and accountant — the stage where the seller's papers and the on-site reality are tested. This is a reasoned opinion on the evidence seen: it is not a recommendation to buy, not a statement that the business is sound, and not a valuation. The decision, and everything that follows from it, remains yours.
→If you continue, limit the next step to independent legal, accounting, seller-document and on-site verification. Take this memo and the confirm-list on page 2 to your lawyer and accountant. This Screen does not clear any spend, deposit or purchase decision — it identifies what to verify before you decide whether further spend is justified.
→Deposit stance: do not place a non-refundable deposit on the basis of this report. Any deposit should be reviewed by your lawyer and made conditional, in writing, on the confirm-list below clearing.
This opinion rests on assumptions I could not verify: that the documents and figures supplied are genuine, complete and unaltered; that nothing material was withheld; and that the on-site reality matches the records. If any of these proves false, this opinion does not hold.
What I am accountable for
- Searching every public source this tier covers — competently, and honestly reported
- Every fact traced to a named source, with the date it was retrieved
- Printing "not retrieved" where a source did not answer — never a guess in its place
- The four named parts of this memo — or your fee back
What no desk report can be accountable for
- Whether the seller's documents are genuine
- How the business performs once you own it
- What only an on-site visit, or your lawyer, can establish
- Your decision to buy
I stand behind the search, the sources, the reasoning and the checklist. The seller's honesty, the future of the business and the decision are not mine to carry — which is exactly why this memo names what to demand, and from whom, before your money moves.
What was reached — and what still gates the deal
| Company registry & insolvency filings | Checked — no filing found |
| Litigation & enforcement (court records) | Checked — none against entity or owner |
| Activity & premises licence (municipal register) | Checked — on record |
| Revenue plausibility (capacity vs claim) | Checked — claim within band |
| Local competition (mapped catchment) | Checked — not saturated |
| Whether licence & lease actually transfer | Requires town hall + lawyer |
| Tax & social-security clearance | Requires seller-consented certificates |
| The seller's real earnings (bank / POS) | Requires documents — Reality Check tier |
| Real ownership / control · undecided matters | Requires your lawyer |
| Stock, equipment, footfall, goodwill | Requires an on-site visit |
How this verdict is gated: "No desk blocker found" is issued only when every core public source above is resolved — reached with nothing surfaced, or explicitly marked as outside desk scope (seller / lawyer / on-site). If a core source cannot be reached, the verdict is withheld, not assumed. This result means no blocker surfaced in the public-source checks completed — it does not address the seller-dependent documents, on-site facts, transferability, price, earnings, or whether the business suits you.
Provenance Diligence · Illustrative sample · Memo p. 1 of 2
Provenance DiligenceDecision Memo · illustrative sample
Evidence · what to confirm · your next moves
Evidence that did not produce a blocker — each limited to its source
Based on the company registry extract (dated in the appendix), the entity matches the one in the listing, and the register returned no insolvency entry for it on that date, searched by registered name and by tax number. A search result is not a certificate: it shows what the register held that day, not that nothing exists — and not who ultimately controls the business (see blind spots). Your step: the official certificate is yours to obtain before any deposit.
Based on the court and enforcement-record search (dated), no match was returned against the entity or the named owner, searched by registered name, by tax number and by the owner's full name. A desk search reaches published records only; undecided or sealed matters are for your lawyer. Do not rely on this line for a deposit decision.
Based on the municipal licence register (dated), the activity and premises licence are on record. Whether they transfer to you is for the town hall to confirm in writing — it is on the confirm-list, not assumed here.
Based on the capacity model run against the listing's own figures, the claimed €140,000 does not exceed the illustrative capacity band generated from the stated seats, hours and ticket assumptions (€122,000–155,000). This model does not confirm actual takings; only the seller's bank/POS records and VAT filings, reviewed by your accountant, can test that (Reality Check).
Based on the listing rent (€900/month) against the claimed revenue, the stated rent-to-revenue ratio is ≈7.7% — arithmetically within the comparator band used for this desk screen. This is not a viability finding and does not confirm the lease terms, revenue or margin; confirm against the actual lease — a traspaso can carry a statutory rent uplift.
Read together, these say one thing: I did not identify a blocker in the reachable public records reviewed for this desk screen. They do not say the business is a good buy, that the earnings are real, or that the price is right — those live in the documents and the on-site checks below, and in your own judgement.
What must still be confirmed before you commit
The full lease + the landlord's written position on the transfer and any rent uplift → lawyer
Art. 175.2 tax certificate — you request it from the AEAT, with the seller's written consent, before completion (art. 175.2 LGT: the prospective acquirer applies) + TGSS social-security clearance → you + your accountant
12–24 months of bank statements and till (POS) records — to confirm the declared revenue is real → Reality Check
On-site: stock condition and value, equipment age, real footfall, the handover the seller will give → you
Staff position — start dates, salaries, any dismissals in the last 12 months → lawyer
Who really owns and controls the business, and any undecided legal matters → lawyer
Your next moves — the order that protects your money
Send the seller the demand list above (I can give you a ready Document Request Pack to forward). How fast and how fully they answer is itself information — evasion on the tax certificate or the till records is the most common late blocker.
Book your lawyer and accountant for the transfer, the lease and the tax review — and hand them this memo and the confirm-list. This is the spend this Screen was designed to make worthwhile.
Visit the premises and get the town hall's written confirmation of what the licence lets you do and whether it transfers. Photograph the stock and equipment.
Only after the confirm-list clears: discuss a deposit — conditional and refundable, in writing, through your lawyer. If a document contradicts the claims, the price conversation reopens; if a core document never appears, treat that as the answer.
What stays your call — neither of us can see this from a desk
These aren't in any public record. I name them so a "no blocker" result is never mistaken for a completed check of the whole business — and so you know exactly what to put in front of your lawyer, and in what order.
- Who really owns and controls the business→ your lawyer requests a beneficial-ownership check before you sign anything
- Court matters not yet decided→ your lawyer requests a litigation certificate directly from the court
- The seller's past directorships→ your lawyer runs a director search on the named owner
- Private credit and bank liabilities→ demand a CIRBE credit-liability report, which only the seller can authorise
"No desk blocker found" means "no stopping issue surfaced in the records I can see" — it is not a certificate about the business, and not advice to buy it.
Before you rely on this memo — please confirm: ☐ I understand this Screen covers public records only; a "no desk blocker" result is not a clearance, not a recommendation to buy, and does not cover the seller-dependent documents, the on-site checks, or the blind spots named above — and I will not rely on it alone to complete a purchase.
Evidence appendix — every check's source, dated
| Source | What it evidences | Retrieved | Source strength |
|---|---|---|---|
| Company registry (BORME) | Registered owner & entity; no insolvency entry returned on that date, searched by name + tax number (a search result, not a certificate — and not who really controls it) | date | High |
| Court / enforcement search | No match returned vs entity or owner, searched by name + tax number + owner's full name (published records only; not a certificate of absence) | date | Medium |
| Municipal licence register | Activity + premises licence on record → transfer still to be confirmed with town hall | date | Medium |
| Maps + street count | Comparable venues in catchment → competition not saturated | date | Medium |
| Statutes (BOE) | Art. 175.2 & 42.1.c LGT · Art. 32 LAU · Art. 44 ET — the confirm-list mechanisms | date | High |
| Listing + activity signals | Asking, rent, claimed revenue — the seller's claims under test | date | Low* |
*A "Low" is a property of the source (a listing asserts; it does not prove) — not a gap in the work. Low-strength sources are what the checks test, never what the verdict rests on.
Grig Kochedykov
Founder, Provenance Diligence · I personally review & sign every file · no commission on the deal
Verdict key · Walk · Only-If · Resolve-first · No desk blocker found
Every verdict is an opinion for you to act on — never an instruction
Every verdict is an opinion for you to act on — never an instruction
I stand behind the public-record checks listed here. This is a commercial risk screen — not legal, tax, investment or financial advice, and not a valuation; it is decision support, not a decision. A "no desk blocker found" verdict means only that no stopping issue surfaced in the reachable public records on the dates shown; it is not a clearance and not a recommendation to buy. Your lawyer and accountant complete the picture, and full engagement terms apply. Illustrative sample: the deal figures (prices, rent, revenue, staff) are worked examples so the method can be shown end-to-end; no real party is named or implied. The statutes and rates cited are real and traceable to the BOE. In a client memo, every input comes from your deal and every appendix row carries its retrieval date.
Provenance Diligence · Illustrative sample · Memo p. 2 of 2