Identify the legal entity behind the transaction

A transaction may involve a group brand, a holding company, an operating subsidiary, and a branch. Do not collapse these into a single counterparty record. Start with the exact entity name, identifier, registered location, and its stated role in the proposed documents.

The Swiss Federal Office of Justice provides information about commercial registers and Zefix. Use the appropriate registry source for the entity and retain the source date. Registry information is an input to diligence, not a complete conclusion about a transaction's validity or a person's authority.

Organise the evidence by the question it answers

  • Identity: the registry information and entity details used in the draft.
  • Constitution: relevant constitutional or organisational documents supplied for review.
  • Approval: resolutions or other approval evidence requested by counsel.
  • Signing: the proposed signatories, capacities, and supporting documents.
  • Transaction: the actual agreement version and execution package.

Keep source documents distinct from extracted summaries. Record documents that were requested but not supplied so the absence remains visible at signing.

Investigate mismatches before drafting around them

Suppose a term sheet names a group brand, the draft agreement names a subsidiary, and the signature page refers to a different company. An extraction tool can flag the mismatch, but it should not silently standardise all three names to the most frequent one.

Ask the transaction team to confirm the intended party. Check consequential references in notices, guarantees, invoices, schedules, and defined terms. A seemingly small entity-name correction can change who undertakes the obligation. Preserve the decision and its supporting evidence before generating a clean execution draft.

Keep signing analysis separate from name extraction

Record the proposed signer's name and stated capacity exactly as shown. Ask counsel what evidence is needed to assess authority for this particular act. Do not infer sufficient authority from a business card, email signature, or familiar role title.

Use a matrix to track the requested evidence, source, reviewer, decision, and open issue. When a document is translated, identify the source language and review status. Judicio's India-specific Lookup feature should not be represented as a Swiss registry connection; obtain the Swiss source documents through the appropriate channels and use the available document workflows to review them.

Prepare a closing record that preserves assumptions

Before signing, reconcile the approved entity details and signatory instructions with the final agreement package. Identify any evidence that needs updating and any qualifications that counsel has retained. The final checklist should point to documents rather than simply show green status cells.

After closing, preserve the executed version, supporting approvals, review record, and source dates according to the matter's retention policy. If the same counterparty appears in a later transaction, revisit the evidence. An earlier diligence file can accelerate a new review without proving that its facts remain current.

Sources and next steps

This is an editorial workflow guide for legal professionals. The suggested checks are our practical recommendations, not a statement that a regulator requires a particular software workflow.

Explore Review Matrix and Document Review, or review Judicio's regional coverage and limitations. Check the underlying source and your organisation's approved process before relying on an output.