Mergers, acquisitions, or investor entry processes require a thorough and strategic evaluation of the target company. Within this context, tax due diligence is one of the key pillars to ensure the security of the transaction, identify hidden liabilities, and protect the investment.

In this article, you will understand the importance of this analysis, the main risks it reveals, how Infis conducts this process with the support of technology, and the difference between tax, accounting, and labor due diligence.

What Is Tax Due Diligence?

Tax due diligence is a preventive and strategic audit process that aims to identify and quantify a company’s tax and fiscal risks. It is usually carried out before the formalization of M&A (Mergers and Acquisitions) transactions or capital investments.

The goal of this analysis is to provide clear and well-founded information for critical decisions such as:

• Assessing the real value of the company

• Defining contractual clauses for guarantees or indemnifications

• Corporate or tax restructuring

• Post-acquisition planning

Key Hidden Risks Revealed by Tax Due Diligence

The absence of a detailed assessment of tax risks can lead to significant losses after the conclusion of a transaction. Some of the main points analyzed include:

• Taxes not collected or collected incorrectly

• Inconsistencies in ancillary filings (SPED, EFD-Reinf, DCTFWeb)

• Improper use of special regimes or tax incentives

• Unrecorded or disputed tax liabilities (administrative/judicial)

• Risk of tax audits through electronic cross-checks by the Federal Revenue

• Poorly managed statute of limitations or tax expiration deadlines

• Conflicts with state and municipal ancillary obligations

These risks can directly affect the company’s valuation and the attractiveness of the deal.

How Infis Conducts Tax Due Diligence with Technology

At Infis, the tax due diligence process is carried out with technical precision and the support of advanced digital solutions. Our model is structured in stages, focusing on clarity, traceability, and legal security.

Infis process steps:

• Comprehensive mapping of tax and fiscal obligations

• Automated collection and analysis of data (SPED, EFD-Reinf, DCTFWeb, NF-e, etc.)

• Intelligent electronic cross-checking with public data and internal databases

• Evaluation of tax exposures and potential risks

• Delivery of an executive report with technical opinions and recommendations

We use proprietary, integrated technology to reduce analysis time, eliminate subjectivity, and ensure a consolidated view of risks. This enables faster, evidence-based decision-making.

Tax vs. Accounting vs. Labor Due Diligence: Understanding the Differences

Although often carried out together, tax, accounting, and labor due diligence analyses have distinct objectives:

• Tax Due Diligence: Identifies and quantifies tax risks and exposures.

• Accounting Due Diligence: Assesses the accuracy and reliability of financial statements.

• Labor Due Diligence: Examines compliance with labor laws, employee liabilities, and potential disputes.

The integration of these analyses provides a 360º view of the business risks.

Conclusion

Tax due diligence is indispensable in any M&A or investment process. Ignoring this stage can result in significant losses, devaluation, or even the failure of a transaction.

At Infis, we offer a fast, technology-driven, and legally secure process for companies seeking to grow with responsibility and intelligence.

If your company is undergoing expansion, sale, or fundraising, talk to our specialists and discover how to ensure peace of mind and tax predictability in your transaction.