Counterparty

Definição

A counterparty is the entity on the other side of an agreement. Identifying the correct legal counterparty (the exact legal entity, not a brand or group name) is essential, because only that entity is bound and can be held liable. Counterparty due diligence checks solvency, authority to sign, and registration details before contracting.

Exemplo

Before signing, the buyer verifies in the Chamber of Commerce register that the counterparty is the operating company, not a dormant holding entity.

Porque é um risco para a empresa

Contracting with the wrong entity is a silent risk that only surfaces when you need to enforce. A trade name, brand, or parent company is not a legal entity, so a contract in that name may be worthless in enforcement proceedings. Insolvency risk also attaches to the counterparty: a financially weak shell company offers no practical remedy even if you win in court.

Como gerir

• Always check the KvK (Chamber of Commerce) or equivalent register to confirm the full legal name and entity type before contracting.
• Verify who has authority to sign: not every employee or director is authorised, and an unsigned contract is unenforceable.
• For high-value deals, run a credit check or request recent financial statements to assess solvency before signing.
• Require a parent guarantee if the contracting entity is a thinly capitalised subsidiary.