NetherBridge Partners performs financial due diligence directly for buyers, sellers, investors and shareholders reviewing transactions involving Dutch businesses. We analyse the financial information behind the transaction so that reported performance, working capital, debt, cash flow and material financial risks can be considered before a decision.
The review is tailored to the transaction and the agreed scope. It may range from a focused red-flag assessment to a wider buy-side or vendor financial due diligence engagement. Findings depend on the information made available and do not constitute an audit opinion or a guarantee that every issue will be identified.
Financial due diligence is a transaction-focused review of a company’s historic results, recent trading, financial position and supporting records. It helps a buyer, seller or investor understand whether the financial information is consistent, how sustainable the reported earnings may be and which financial matters require attention.
The findings may influence the decision to proceed, further questions, valuation assumptions, working-capital or debt discussions, financing requirements and the allocation of risk in the transaction. Legal and contractual conclusions should be addressed with the relevant legal adviser.
The term due diligence is also used for customer checks under the Wwft, legal investigations and responsible-business or supply-chain reviews. This service concerns financial due diligence in connection with a sale, acquisition, investment or other corporate transaction.
The review is normally most useful before final transaction terms and documentation are agreed.
The appropriate route depends on who commissions the work, the transaction stage and the decisions the report must support.
| Review type | Main objective | Typical focus |
|---|---|---|
| Buy-side financial due diligence | Help a buyer or investor understand the target before proceeding. | Earnings quality, working capital, net debt, liabilities, forecasts and transaction risks. |
| Vendor financial due diligence | Help a seller identify issues and prepare reliable buyer-facing information. | Data readiness, financial consistency, likely buyer questions and explainable adjustments. |
| Focused red-flag review | Examine selected financial risks within a narrower mandate. | A particular entity, period, balance, transaction assumption or concern. |
| Specialist workstream | Add a defined tax, legal or other review to the wider transaction. | Separately agreed topics, specialists, reliance, reporting and fees. |
The final scope is agreed around the target, information available, transaction structure and materiality of the questions.
Review revenue, margins, operating costs, profitability and changes across the selected financial periods.
Assess normalisation items, exceptional transactions and factors that may affect sustainable earnings.
Consider recurring revenue, customer concentration, churn, contracts, timing and unusual sales patterns.
Analyse receivables, payables, inventory, seasonality and the working capital required by the business.
Review cash, financing, shareholder balances and potential debt-like or cash-like items where relevant.
Consider provisions, overdue balances, commitments and other matters visible from the available records.
Review cash conversion, investment requirements and differences between reported profit and cash generation.
Compare budgets and forecasts with historical performance, recent trading and documented assumptions.
Identify relevant tax balances, filings and related-party transactions for review within the agreed scope.
Reported profit or EBITDA may include items that are not expected to continue after the transaction. A review may therefore consider one-off income or costs, owner-related expenses, unusual remuneration, exceptional customer orders, grants, settlements and accounting-policy differences.
Potential adjustments should be supported by available evidence and explained transparently. Whether an item is accepted in the transaction remains a matter for the parties and their negotiations.
A profitable company may still require substantial cash to fund receivables, inventory or seasonal activity. The review can examine the historic working-capital cycle and identify balances that may require clarification before a reference level is discussed.
Net-debt analysis may extend beyond conventional bank loans. The agreed transaction definitions, completion mechanism and legal effect must be documented by the parties and their legal advisers.
Due diligence does not make the transaction decision for the client. It provides an evidence-based financial view that may support further investigation, negotiation, financing and post-completion planning.
The two services have different purposes, scopes and outputs.
| Financial due diligence | Statutory audit |
|---|---|
| Designed around a transaction and the client’s agreed questions. | Designed to address financial statements under applicable auditing standards. |
| May focus on earnings quality, working capital, net debt and deal risks. | Focuses on whether the financial statements meet the applicable reporting framework. |
| Scope, periods, materiality and deliverables are agreed for the engagement. | Required procedures and auditor responsibilities follow the applicable audit framework. |
| Does not provide an audit opinion or statutory assurance. | May result in a formal audit opinion from an appropriately licensed auditor. |
The precise request depends on the transaction, entity, review period and available accounting information.
The process is adapted to the transaction and does not assume a fixed timetable.
Clarify the transaction, client position, material questions, intended users and required output.
Define entities, periods, workstreams, access, exclusions, dependencies and reporting format.
Prepare the financial information request and identify available, missing or inconsistent records.
Analyse the data room, reconcile key figures and document financial observations and gaps.
Submit focused questions and assess management or seller responses and supporting evidence.
Present material findings, open matters, limitations and practical transaction considerations.
Deliverables are confirmed before work begins and should reflect the transaction decision the client needs to make.
A structured list of financial questions, records, periods and workstream boundaries.
Outstanding information, inconsistencies and questions requiring management or seller input.
Schedules addressing earnings, revenue, working capital, cash flow, debt or other agreed topics.
A prioritised view of material observations, unresolved matters and possible transaction relevance.
A more detailed report setting out scope, sources, analysis, findings, limitations and open points.
A meeting to explain the analysis, answer questions and identify possible next workstreams.
An international buyer may need to reconcile Dutch statutory accounts, management reporting and tax records with the accounting language used by its group. NetherBridge Partners can support the financial review of a Dutch target and communicate findings with overseas decision-makers and finance teams.
Dutch GAAP, IFRS, group reporting, intercompany balances and foreign ownership may require additional context. The relevant accounting basis and transaction perimeter should be confirmed at the start.
A foreign parent selling a Dutch subsidiary may need to align local accounts, group reporting and buyer-facing information. Vendor support can identify missing explanations, inconsistent balances and questions likely to arise during the buyer’s review.
The service can be coordinated with the seller’s finance team and other advisers while preserving clear responsibility for each workstream.
A financial due diligence assignment should not imply that every aspect of the target has been investigated. The engagement letter should define what is included, excluded and dependent on other advisers.
These workstreams are connected, but each has a separate purpose.
| Service | Primary purpose | Relationship with due diligence |
|---|---|---|
| Financing | Prepare a company or transaction for lender or investor discussions. | Due diligence findings may affect funding need, structure and provider questions. |
| Financial due diligence | Test financial information and identify transaction risks or open matters. | This is the service covered on this page. |
| Selling a business | Prepare and manage the wider company-sale process. | Vendor due diligence may form one part of sale preparation. |
| Business acquisition | Support the buyer through the wider acquisition process. | Buy-side due diligence is one acquisition workstream. |
| Business valuation | Estimate value for a defined decision or transaction. | Due diligence findings may affect valuation assumptions but are not a valuation. |
A proposal can be prepared after the transaction objective, available information and required output are understood.
NetherBridge Partners combines financial analysis with practical understanding of Dutch accounting, tax and corporate information.
Share the target, transaction stage, available periods and principal financial questions. NetherBridge Partners can help define whether a focused review or broader financial due diligence scope is appropriate.
Financial findings often create follow-up questions that belong to a separate professional workstream.
These NetherBridge Partners articles provide background on Dutch annual accounts, reporting requirements and finance-function organisation.
Read about the role and preparation of Dutch annual accounts that may form part of a transaction data room.
Read The ArticleReview background information about Dutch bookkeeping, annual financial statements and reporting frameworks.
Read The ArticleConsider how finance-function organisation can affect financial control, reporting quality and transaction readiness.
Read The ArticleThese public sources explain the wider sale and acquisition context. The required professional scope still depends on the transaction and available information.
KVK guidance on buyer questions, financial information, revenue quality and vendor preparation.
Open KVK GuidanceAn official overview of the acquisition process and the place of due diligence within it.
Open KVK GuidanceBusiness.gov.nl information about sale preparation, confidentiality, disclosure and company transfer.
Open Business.gov.nlFinancial due diligence is a transaction-focused review of a company’s historic results, recent trading, financial position and supporting records. It may address earnings quality, revenue, working capital, cash flow, debt, liabilities, forecasts and other financial questions relevant to a proposed acquisition, sale or investment.
Buyers, sellers, investors, shareholders and financing parties may request financial due diligence. The appropriate scope depends on the transaction, the client’s position, the size and complexity of the business, the available information and the decisions the review must support.
Buy-side due diligence helps a buyer or investor evaluate a target. Vendor due diligence helps a seller identify issues, improve information quality and prepare for buyer questions. The analysis may cover similar financial areas, but the purpose, report users and transaction position differ.
Yes. NetherBridge Partners performs the financial due diligence work directly under an agreed scope. Legal, detailed tax, employment, IT, commercial, cybersecurity or ESG reviews may require a separately agreed workstream or specialist.
The review may cover historical performance, earnings adjustments, revenue quality, customer concentration, working capital, cash flow, net debt, debt-like items, balance-sheet exposures, forecasts, tax balances and related-party transactions. The final scope is tailored to the transaction.
Financial due diligence is designed around a transaction and agreed client questions. A statutory audit addresses financial statements under applicable auditing standards. Due diligence does not provide an audit opinion or statutory assurance and should not be presented as a substitute for an audit.
Quality-of-earnings analysis considers how reported profit may differ from sustainable operating earnings. It may examine one-off items, owner-related costs, unusual remuneration, exceptional revenue, accounting-policy differences and other potential normalisation items, based on the agreed scope and available evidence.
Working capital affects the cash required to operate the company, while cash, debt and debt-like items may affect the amount payable at completion. The relevant definitions and transaction mechanism depend on the parties’ agreement and should be documented with legal advisers.
Documents may include annual accounts, management accounts, trial balances, ledgers, customer and margin analysis, working-capital records, debt schedules, forecasts, tax filings, related-party information and key contracts. Requirements depend on the entity, periods and transaction questions.
Yes. NetherBridge Partners can support an overseas buyer reviewing a Dutch target and communicate findings with international decision-makers and finance teams. Dutch GAAP, IFRS, group reporting, intercompany balances and cross-border tax or legal questions may require additional context.
Yes. A vendor-side engagement may review data readiness, financial consistency, likely buyer questions and potential adjustment areas before or during the sale process. Selling the business, finding buyers and managing the wider sale remain separate corporate-finance workstreams.
Financial due diligence may identify matters that affect valuation assumptions, working capital, net debt or negotiations, but it is not automatically a formal valuation or price recommendation. Business valuation should be separately scoped where required.
No. Findings depend on the agreed scope, materiality, information supplied, access provided and responses received. Undisclosed, unavailable or misleading information may not be identified. Due diligence cannot guarantee that every liability, irregularity or future issue will be discovered.
Not automatically. Financial due diligence may identify matters requiring further review, but legal, detailed tax, employment, IT, cybersecurity, commercial and ESG due diligence should be expressly included or separately commissioned. Responsibilities and report reliance should be agreed in advance.
Important factors include transaction type, number of entities and periods, record quality, data-room completeness, accounting frameworks, international operations, report format, management access, specialist workstreams and urgency. NetherBridge Partners confirms the proposed scope and fee before work begins.
Tell NetherBridge Partners whether you are buying, selling or investing, which company is involved, what financial information is available and which transaction questions need to be addressed. We can help define a focused and proportionate review scope.
NetherBridge Partners specialises in supporting entrepreneurs with the incorporation of a Dutch Limited Liability Company (BV), as well as providing accounting, legal, tax, and advisory services in the Netherlands.
