Diligence request list in the Czech Republic: documents and forms
An in-house counsel preparing a Czech share deal sends a diligence request list to the target's management two weeks before the letter of intent expires. The reply references a register nobody actually checked, and the exclusivity window keeps running while the gap gets sorted out.
A diligence request list is the document by which the buyer's side asks the target to produce the corporate, contractual and property records needed before signing. It is answered under contract and transaction practice rather than a statute-fixed procedure, and the working deadline is set in the letter of intent or term sheet, typically between two and six weeks.
This page sets out who compiles the list, what deadline governs the response, what the file must contain, and the point at which a missing document should stop the signing rather than merely delay it.
What is a diligence request list in a Czech transaction?
A diligence request list is a structured inventory of documents and confirmations that the buyer's counsel requests from the target before signing a Czech share or asset deal. It is not filed with any authority; it is a private instrument between the parties, built around the corporate file, the contract book and the extracts from the relevant public registers.
The list is usually drafted by the buyer's legal advisor once the term sheet is signed, and it grows in stages: a first pass covering corporate structure and title, a second pass covering ongoing contracts, and a third covering anything flagged by the first two. Where the target already operates under a framework agreement with a Czech counterparty, the request list usually starts from that agreement and works outward to the individual call-off contracts, since that is where retention-of-title clauses and contractual penalty provisions tend to sit.
A request list that starts from the general ledger instead of the contract book usually misses the clauses that matter most at closing.
When does a foreign counterparty need to file one?
A foreign buyer needs a diligence request list whenever the target's paper record has not been independently verified, which in practice means most cross-border acquisitions of a Czech company or a Czech asset. The request is warranted regardless of deal size once any contract in the target's book carries a retention-of-title clause, an unresolved defect notice, or a contractual penalty that has never been invoiced.
Three conditions make the list effectively mandatory rather than a formality: a supplier contract with retention of title that has not been checked against the register, a customer complaint that has the shape of a defect notice but was never logged as one, and a termination clause that either party could already have triggered. A request list filed after the exclusivity period closes the route to renegotiating price on the strength of a defect found only later.
A German buyer's request list surfaced a contractual penalty clause the target had not disclosed, moving the closing date back six weeks while the clause was verified against the underlying contract (autumn 2025).
Waiting for the target's own summary instead of requesting the underlying documents is how a penalty clause or a retention-of-title arrangement stays hidden until after signing, when it can no longer be priced into the deal. LISTINA produces the factual document report the request list is built on – corporate extract, contract review, register confirmation – typically within five to ten working days, at info@listinafirm.com. Representation in the transaction itself, if it becomes necessary, is handled by a collaborating advocate.
What is the deadline for responding to a diligence request list?
The deadline for responding to a diligence request list is fixed by the letter of intent or the term sheet, not by any statute, and it is usually set as a fixed number of working days from the date the list is served, with a shorter secondary deadline for any items flagged as missing. Once that window closes, the buyer's practical leverage to insist on further disclosure narrows sharply.
- Target discloses a pending defect notice → buyer requests the underlying correspondence → target's counsel → within five working days
- Contract book found incomplete → buyer flags the missing agreements → target's in-house counsel → before the exclusivity period ends
- Retention-of-title clause found in a supplier contract → buyer requests confirmation against the register → target → before signing
- Contractual penalty clause disputed by the target → buyer requests the litigation and enforcement history → target's counsel → before closing
The deadline is contractual, not statutory: once the exclusivity window lapses, the omission cannot be restored by later warranties alone, because a warranty covers a breach that has already happened rather than a gap in the file itself. The relationship between the request list and the signing and closing filings is direct: what is missing from the list tends to resurface as a condition precedent at closing, at a point where it is far more expensive to fix.
A deadline written as "reasonable time" in the letter of intent is not a deadline; it is an invitation to argue about one later.
What must the request list and the response file contain?
The response file must contain the documents that let the buyer verify the target's own representations, not a narrative summary of them. A file built from summaries rather than source documents cannot be checked against the register or against the contract itself, which is the whole point of the exercise.
- Corporate extract and constitutional documents current at the request date
- Full contract book for agreements above the threshold set in the term sheet
- Extracts confirming title, encumbrances and any retention-of-title registration
- Litigation, enforcement and insolvency record for the target and its main counterparties
- Log of open defect notices and warranty claims, with the underlying correspondence
- Confirmation of any contractual penalty clauses invoiced or disputed in the last two years
A request list answered without the register extracts is filed on trust, and the register keeps whatever entry existed at signing whether or not it was checked in time.
The request list can compel disclosure of what exists on record. It cannot establish what a party intended by a clause, and it cannot confirm that an oral side-arrangement was never made; those questions are answered by evidence gathered afterwards, not by a checklist completed before signing.
A Dutch parent company's diligence file showed that a defect notice from a supplier had never been formally closed out, which cut short the purchase price adjustment negotiation before signing (winter 2026).
A contract book delivered as a summary rather than as the underlying agreements leaves the buyer negotiating against a description of the risk rather than the risk itself. LISTINA compiles the source-document set – contract book, register extracts, litigation record – for the request list within five to ten working days, at info@listinafirm.com.
Act, wait, or stop: reading the response before signing
The response to a diligence request list should trigger one of three moves: proceed to signing if the file is complete and consistent, request a defined extension if specific items are outstanding but disclosed, or stop if the target cannot produce a document that its own representations depend on. Treating an incomplete file as a minor administrative gap is how personal liability for a director signing off on the deal gets created later.
Where the target's jurisdiction of incorporation lies outside the Czech Republic, the request list should be read against the general pattern for that jurisdiction, such as the transaction overview for the United Kingdom, before the buyer decides whether a gap in the file is closable within the remaining timetable or terminal for the deal as structured.
A request list answered in full but late is a different problem from a request list answered on time but incomplete – the second is the one that should stop the signing.
Frequently asked questions
Who may file diligence request list?
Either side of a Czech transaction may compile a request list, but in practice it is drafted by the buyer's legal advisor once the letter of intent or term sheet has been signed. The target's counsel then organises the response file item by item against that list.
What is filed with it?
The list itself is not filed anywhere; it is served on the target directly. The response consists of the corporate extract, the contract book, register extracts on title and encumbrances, and the litigation and defect-notice record, delivered against each item on the list.
What is the deadline?
There is no statutory deadline. The working deadline is set in the letter of intent or term sheet, commonly a fixed number of working days from service of the list, with a shorter secondary period for flagged gaps before the exclusivity window closes.
Why is it rejected?
A response is treated as incomplete, not rejected in a formal sense, most often because it substitutes a summary for the underlying document, because register extracts are missing, or because a defect notice or penalty clause referenced in the contracts is not addressed at all.
LISTINA produces factual reports from documents and public registers. It does not provide legal advice and does not represent parties. Where a matter requires representation before a Czech court or authority, it is handled by a collaborating advocate.
A gap in the request list response found after signing is a gap the buyer now owns. LISTINA delivers the document-based diligence report – corporate, contractual and register findings, set out by item – within five to ten working days, at info@listinafirm.com; representation in the transaction, where needed, is provided by a collaborating advocate.