Review EUDR reference numbers and due diligence statements in a business acquisition: roles, supply-chain records, transition dates and deal protection.
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.
EUDR reference numbers belong in the target company’s regulatory data set during a business acquisition. Buyers need to identify the relevant products, classify the target company’s role and check whether due diligence statements and supply-chain evidence can be matched consistently.
The timing matters. Under the consolidated version of Regulation (EU) 2023/1115, the core obligations generally apply from 30 December 2026. For operators already established as such on 31 December 2024, Article 38(3) moves the start to 30 June 2027 under its conditions. The later date does not apply to products covered by the earlier timber regulation.
The deal therefore has to reflect the legal position at signing and closing. A data set can matter economically before the relevant application date because of supply agreements, customer requirements, internal approvals and closing preparation.
Answer two questions about the target company’s role, products and evidence.
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Classify the actual role and affected products using product lists, supply agreements and customs records.
Prepare a matrix of relevant commodities and products. For each item, classify whether the target is an operator, downstream operator or trader and identify the statement or reference number that supports the classification.
Until that mapping is reliable, purchase-price assumptions and closing conditions should remain open.
Match each due diligence statement with the product, quantity, producer country, geolocation and supply chain. Record which reference numbers must be passed to downstream operators or traders.
The transaction documents should clearly describe the review status, outstanding updates and responsibility after closing.
Link every gap to a specific product line, supplier relationship and transaction consequence. Assess whether evidence must be completed before signing, updated before closing or protected through a specific warranty, indemnity or closing condition.
Where geolocation, quantities or roles conflict, isolate the affected product chain until the discrepancy is resolved.
The regulation distinguishes operators, downstream operators and traders. Operators place relevant products on the Union market for the first time or export them. Downstream operators place products on the market or export products made using other relevant products. Traders make relevant products available in the supply chain.
The roles lead to different evidence. An operator needs a due diligence statement before placing a relevant product on the market or exporting it. Downstream operators and traders must hold and retain the information required by Article 5. The data room should therefore map the role of each company and product flow instead of using one undifferentiated EUDR folder.
Article 38(2) identifies 30 December 2026 as the general application date for the core obligations. The special date of 30 June 2027 applies to operators already established as operators on 31 December 2024 under the conditions of Article 38(3). The wording excludes products covered by the former timber regulation from that later date. The transaction must therefore test whether a product falls within that special category.
The classification determines which information the target company must create, hold or pass on.
| Role | Key question | Deal-relevant evidence |
|---|---|---|
| Operator First placing on the market or export | Does the target first place the product on the Union market or export it? | Due diligence, due diligence statement and reference number |
| Downstream operator Product made from relevant inputs | Is the target processing or placing a relevant product on the market in a downstream role? | Supplier data, reference numbers and customer records |
| Trader Making available in the supply chain | Does the target make the product available without being the operator or downstream operator? | Supplier and customer data, retention records |
| Micro or small primary producer Own production in a low-risk country | Does the special rule for self-producing micro or small primary producers apply? | One-off simplified statement and assigned identification number |
Operators must complete due diligence before placing products on the market or exporting them and submit the due diligence statement through the information system. Annex II requires information including the businesses involved, HS code, product description, quantity, producer country and the geolocation of plots or establishments.
The statement also confirms that due diligence was performed and that no or only negligible risk of a breach of Article 3 was identified. By submitting it, the operator assumes responsibility for the compliance of the relevant product. It is therefore a transaction record with its own legal and economic significance.
The reference number must be traceable to the relevant product or product chain. Article 4(7) requires operators to pass the numbers to downstream operators and traders in the downstream supply chain. Due diligence should therefore connect the system export, product master data, quantities, supplier relationship and onward-transmission process.
A reference number is not the whole review: A number alone does not show that the product, quantity, producer country, geolocation and supply chain match the transaction. The material link between statement, product and actual flow is decisive.
Downstream operators and traders need the information listed in Article 5. This includes supplier information and, where the supplier is an operator, the reference numbers of due diligence statements or assigned identification numbers. They must also record the businesses or traders to whom they supply the relevant products.
The information must be retained for at least five years from placing on the market, making available or exporting the product. The target company should therefore link supplier records, customer records, reference numbers and internal storage so that a request from a competent authority can be answered. A downstream role must not automatically be treated as an operator role.
Micro or small primary producers may submit a one-off simplified statement under Article 4a. An identification number is assigned after submission. This special rule concerns the self-producing primary producer and does not remove the role analysis for the buyer or other businesses in the chain. The data room should identify the statement and the other information the target company still has to hold.
In a share deal, the target company remains the same legal entity. Its due diligence statements, records, internal procedures and open evidence gaps therefore remain connected with the acquired company. The purchase agreement should describe the reviewed data set, known deviations and responsibility for updates between signing and closing.
An asset deal requires a different analysis. The parties must identify which products, supply agreements, systems, statements and records transfer and which role the buyer will have after the transfer. The transfer of individual goods or business assets does not automatically transfer every EUDR record. The scope must follow the transaction structure and the actual supply chain.
Depending on the finding, the solution may be remediation before signing, an update before closing, a warranty, an indemnity or a closing condition. The clause should identify product lines, reference numbers, open data, responsible persons and the remediation date. For the general execution of a share deal, also see assignment agreement, notarial deed and companies register.
Before signing, the buyer should receive a product and role matrix. It should list relevant commodities and products, HS codes, producer and supply countries, the target company’s role, suppliers and customers, and the available statements and reference numbers.
For each material product chain, compare the due diligence statement or simplified statement with the product description, quantity, producer country, geolocation and evidence of deforestation-free and lawful production. Internal procedures, responsibilities, updates, complaints and authority contacts should also be available where they exist for the target company.
The closing list should assign an owner and date to every open record. This can include updated reference numbers, supplier confirmations, revised product mappings, an indemnity or evidence that the risk has been reflected in the purchase-price formula. The general approval process before signing is discussed in consents before signing.
There is no general yes or no answer. Article 38 generally refers to 30 December 2026 and, for certain operators already established on 31 December 2024, 30 June 2027. That later date does not cover certain timber products. The product, role and transition rule must be assessed separately.
It identifies a submitted statement in the EUDR information system. The data room must still show that the number belongs to the relevant product, quantity, supply chain and other information in the statement.
Their obligations differ from those of an operator. Downstream operators and traders must hold and retain the information required by Article 5. The role and product chain determine which records are required.
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