Unfortunately, in Russian reality, this is not just difficult, but even impossible. It is impossible to avoid violations, and not necessarily due to the fault of the business owner. Laws in Russia change very often. Tax optimization schemes, for example, are sometimes considered acceptable, sometimes banned. And so it is with everything. If the seller records in the contract a promise to conduct business honestly, then, in fact, he himself will allow the seller to stop paying at some point. Finding violations in the company's work in the conditions of Russian reality is an absolutely simple task.
Inclusion in the sales contract of a condition regarding the absence of unaccounted obligations.
It would seem that there is taiwan email list nothing dangerous in such a requirement, especially if the seller is confident in his top managers (who are empowered to sign contracts, make deals, etc.). However, there is no guarantee that any of these people will not harbor a grudge against you when you part ways. What are the consequences? The former director, for example, will believe that he did not receive all the payments due from you when selling the company. And, in order to get his own back, he will agree to the buyer's offer (not free, of course) to sign some contract or bill of exchange retroactively.
No outstanding tax or other charges.
For example, you are starting to sell a business and during the pre-sale preparation you conduct all the necessary checks (including taxes), which show that you are in good order with payments, there are no debts. But the law allows the tax office or the buyer to initiate a new check, and it can give completely different results, after which you will end up in court (where the buyer's lawyers will represent the company).
What to do? Demand the presence of your own representatives in court, who will defend the interests of the company. And firmly adhere to the position that legally, the filing of a claim by tax authorities (or anyone else) does not mean that the purchase and sale agreement was violated. This will become a confirmed fact only if the case is finally lost, for example, after consideration in the Supreme Arbitration Court of the Russian Federation.
Strict observance of the labor rights of the company's employees.
Giving such a guarantee when selling a business would be imprudent, especially if we are talking about a fairly large company with hundreds of employees. It is not a fact that all divisions (or companies in one group) have never violated the terms of employment contracts. Maybe someone was fired illegally and filed a claim in court? And quite recently, and you do not even have information about it yet? And if you sign a contract with such a guarantee at the current moment, then in fact it will already be a violation.
What to do? You can leave in the contract only those employees about whom you have no doubts. These will most likely be leading top managers, special specialists, such as, for example, the chief technologist (who may even mean more to the company than the director), etc.