Identity and authority to represent the company
Check the full company name, registration details, registered office, status and authorised signatory. Details in an offer, email signature or commercial website do not replace current official information.
Limits on signing authority and any approvals required for the transaction should be examined. Within a group, the company negotiating, the company signing and the company paying may be different entities. Any guarantee from another company must be expressly given.
Financial position and payment risk
Trade register information, the Insolvency Proceedings Bulletin, public tax records and financial statements provide indicators that should be considered together. Litigation alone does not establish inability to pay, while the absence of litigation does not guarantee future payment.
For significant exposures, advance payments, milestone payments, security or trade credit limits may be negotiated. The cost and effective enforceability of security should be checked before treating the risk as covered.
Clauses that reduce ambiguity
The contract should define performance, acceptance criteria, payment dates, invoicing documents and the procedure for reporting defects. Phrases such as “payment on completion” may create disputes if completion is undefined.
Relevant provisions include penalties, lawful liability limitations, confidentiality, intellectual property, data processing, amendments and termination. Clauses should be tailored to the transaction: a standard template may omit the central risk in the relationship.
International contracts and electronic evidence
Applicable law, court jurisdiction, arbitration clauses, language and enforceability where assets are located should be assessed together. Choosing a prestigious arbitration forum is not sufficient if the procedure and costs are disproportionate to the contract.
Retain the final version, schedules, approvals and signing trail. Correspondence on deliveries, acceptance and complaints should be archived in a form that establishes authorship, date and content. The legal validity of the chosen form depends on the type of transaction.
Monitoring the relationship after signing
Partner checks should continue during the relationship, particularly where repeated delays, changes in representation or requests to pay other entities arise. The response should be documented and aligned with contractual rights.
Murar și Asociații assists companies with partner due diligence, contract negotiation and commercial disputes, nationally and internationally. An initial review benefits from the offer, draft contract, counterparty information and estimated financial exposure.
Useful questions
Does checking a company guarantee that invoices will be paid?
No. It helps identify risks and negotiate protections, without eliminating future developments or commercial risk.
Can the same contract be used for every business relationship?
A template can be a starting point, but obligations, security, data, intellectual property and dispute resolution mechanisms should be tailored to the transaction.
Legal sources
- Law No. 265 of 22 July 2022 on the trade register — text published by ONRC — Articles 11–12: register publicity, information and documents; Article 89: registered company information
- Regulation (EC) No. 593/2008 of 17 June 2008 — Rome I — Articles 1–4, 9 and 11: scope, applicable law, overriding mandatory provisions and formal validity
- Regulation (EU) No. 1215/2012 of 12 December 2012 — Brussels I Recast — Articles 1(2)(d), 4, 7, 25, 36 and 39: scope, jurisdiction, recognition and enforcement; arbitration is excluded from the Regulation’s scope
This analysis provides general information by reference to the sources and date stated. Advice on a specific situation depends on the documents, applicable law and any transitional rules.