Battery passport due diligence in an acquisition: scope, data, access rights and the target company’s responsibility secured in the SPA.
BRANDAUER Rechtsanwälte
Salzburg law firm for corporate, company and transaction law
Every transaction is handled by a coordinated team of lawyers, legal staff and specialists. In company acquisition matters we look at structure, contract, tax and liability together.
When acquiring a battery manufacturer or another economic operator dealing with relevant batteries, the digital battery passport belongs in due diligence. For LMT batteries, industrial batteries with a capacity greater than 2 kWh and electric vehicle batteries, the Batteries Regulation requires an electronic record from 18 February 2027. The purchase agreement must therefore identify who creates, maintains and continues the data after closing.
The review concerns the battery passport itself. It covers scope, product and individual data, access rights, data security and the technical and organisational handover. The article therefore stays focused on the concrete data and handover risk in the acquisition.
The due diligence checklist for company acquisitions provides a broader data-room structure. The article on the disclosure letter explains how disclosure and warranty liability interact.
Answer two questions on scope, data and responsibility.
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The battery category, capacity and the placing on the market or putting into service determine the scope.
Assign product and individual data to the relevant economic operator. Secure the handover, updates and continued operation of the system in the purchase agreement and integration plan.
Request product lists, capacity data, role descriptions and the existing data set. Agree a concrete delivery and handover plan for open items.
Define the minimum documents required for closing. Depending on the significance, consider a closing condition, warranty, delivery duty or targeted indemnity.
Article 77(1) of the Batteries Regulation attaches the duty to three battery groups: LMT batteries, industrial batteries with a capacity greater than 2 kWh and electric vehicle batteries. It also matters whether the battery is placed on the market or put into service. A general description of the target as a battery manufacturer is therefore insufficient for the data room.
The buyer should record each product line by category, capacity, model and distribution role. The review should establish whether the target manufactures, imports, distributes or incorporates a battery into a product. The legal responsibility for the passport follows the role of the economic operator placing the battery on the market. That classification must match the contracts and actual distribution model.
The battery passport contains information about the battery model and the individual battery. Article 77(2) also establishes different access levels. Public information sits alongside data reserved for notified bodies, market surveillance authorities and the Commission. Persons with a legitimate interest may receive further information where it is essential for dismantling, repair, re-use, repurposing, remanufacturing or recycling.
The data room should therefore include a data catalogue with sample records. It should show which fields exist for each model and individual battery, which system supplies them and when they were last updated. The buyer should also ask whether use-related data can be maintained over the battery’s life. A static PDF report does not replace the electronic record.
Under Article 77(3), access to the battery passport is provided through the QR code referred to in Article 13(6). The QR code links to a unique identifier. That identifier must match the battery and be uploaded to the relevant registry. For the buyer, the product label, identifier, registry entry and data record must therefore form one consistent chain.
Article 78 requires free access according to the applicable rights. The rights to read, enter, amend and update information must be restricted. Due diligence should cover role and permission concepts, logging and the treatment of commercially sensitive data. A system that allows former employees or external providers to amend records without an auditable approval is a material integration risk.
The battery passport duty needs a clear transition from signing through integration.
Article 77(5) requires open standards and an interoperable format. The data must be transferable through an open interoperable network, machine-readable, structured and searchable. Article 78 adds requirements for interoperability, storage, authentication, reliability and integrity. A system that works only with one provider can therefore become an integration risk.
The buyer should review interface specifications, data export, technical documentation and provider contracts. The storage arrangement must remain available after the responsible economic operator ends its activity in the Union. If an external operator is used, it may process the data only for the agreed storage or processing service. Data return, access and an orderly provider change belong in the handover plan.
Each data-room finding should lead to a clear transaction decision.
| Data-room finding | Deal question | Possible contract consequence |
|---|---|---|
| Scope Battery category or capacity unclear | Which products need a passport? | Warranty, product list and delivery duty |
| Role Placing on the market and distribution do not match | Who owns the data responsibility? | Role-based warranty and handover rule |
| Data Model or individual data incomplete | Which gaps exist at the relevant date? | Remediation plan, closing condition or holdback |
| Access Rights and amendment logs missing | Who can read or change data? | Covenant, permission concept and audit right |
| Continuation System depends on one provider | Will the passport remain available and transferable? | Data return, cooperation duty and indemnity |
Important: 18 February 2027 is the statutory start of the battery passport duty for the batteries covered by the rule. In an acquisition, the parties should establish the product data and the organisational and contractual continuation of responsibility earlier.
The transaction documents should describe the reviewed scope precisely. A warranty may confirm which battery products and individual batteries are covered, which data exists and which systems and providers are used. The disclosure letter should identify known gaps, inconsistent product lists and open technical work item by item.
A closing condition may suit material missing evidence. For repairable data gaps, a delivery duty, binding remediation plan or purchase-price holdback can be appropriate. An indemnity may cover clearly defined legacy or transition risks. The buyer also needs information and cooperation rights so that data can be completed and permissions can be moved safely after closing.
From 18 February 2027, every LMT battery, every industrial battery with a capacity greater than 2 kWh and every electric vehicle battery placed on the market or put into service must have an electronic battery passport.
Article 77(4) assigns responsibility to the economic operator placing the battery on the market. That operator must ensure that the information is accurate, complete and up to date. It may authorise another operator in writing, but the acquisition still requires clear contractual control of the responsibility.
Relevant records include product and model lists, capacity data, sample records, QR code and identifier information, registry references, role and permission concepts, interface specifications, provider contracts and amendment and update logs.
Yes. The transaction and integration plan should secure access, data handover, updates, provider management and system availability. Article 78 also requires the passport to remain available if the responsible economic operator ceases to exist or stops its activity in the Union.
For a battery prepared for re-use, repurposing or remanufacturing, responsibility can transfer under Article 77(7) to the economic operator placing it on the market or putting it into service again. The battery receives a new passport linked to the original passport or passports.
Prepare data-room and acquisition review fields.
Align disclosure, warranties and liability in the SPA.
The thematic overview for reviewing the target company.
Contract terms, closing and risk allocation in the SPA.
Record open data-room fields in a structured way.
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