The lawyer warned about hidden risks when buying a ready-made business

Buying a ready-made business without a thorough check can result in debts, litigation, tax claims and other financial obligations for the new owner. The founder of EN Consulting Group, Emilia Nevskaya, told Izvestia about this on June 16.

According to the expert, one of the most common problems when buying a ready-made business is the transfer of debts along with a share in the company. By acquiring a share, the buyer becomes a participant in an existing legal entity with its entire history, including obligations to creditors, tax risks, existing contracts and litigation.

"Many buyers mistakenly believe that if debts arose before the transaction, they will not affect the new owner. In practice, debts remain inside the legal entity, which means they can reduce the cost of business, block accounts, lead to lawsuits, enforcement proceedings or tax claims after purchase," said Nevskaya.

The specialist called the presence of legal disputes another serious risk. The company may be involved in proceedings that the potential buyer does not know about at the time of the transaction.

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"There are situations when the case goes through all instances several times, and the amounts declared in such cases may exceed the value of the acquired company," the lawyer explained.

In addition, before buying a business, it is necessary to assess the likelihood of bankruptcy of the company. As Nevskaya clarified, it is important to analyze not only the size of current debts, but also the structure of obligations, the presence of delays, litigation and transactions made in recent years.

"Some of the signs can be seen from open sources, but without due diligence it is difficult to assess the real financial condition of the company, the structure of obligations and the risk of challenging transactions," she stressed.

Risks may also be associated with the seller's authority. According to the expert, in some cases, ownership of a share could arise as a result of an invalid transaction or without the necessary corporate approvals.

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To reduce possible risks, Nevsky recommended conducting a comprehensive business audit before purchase. It includes an analysis of the Unified State Register of Legal Entities, court disputes, enforcement proceedings, accounting statements, and major financial obligations of the company.

"The verification should be deep, not formal. It is necessary to look not only at legal purity, but also at economic purity. A single line in the bankruptcy registry or a chain of questionable counterparties can turn a profitable purchase into a trap. Spending a week and 1-3% of the cost of a business on diagnostics is cheaper than spending a year and millions on correcting other people's mistakes," concluded Nevsky.

On May 6, State Duma deputy Nikita Chaplin said that the Federal Tax Service (FTS), starting on Friday, May 1, 2026, has been granted the right to independently write off individuals' bad debts without going to court. It was clarified that debts in the range of 500 rubles fall under automatic write-off if the agency has not made a decision on liability or filed a claim for recovery by November 1, 2025. The procedure will also apply to amounts up to 10,000 rubles for individual claims, the criteria of which are specified in the regulations.