---
id: KB-LE-020
url: https://app.codecontract.io/help/legal/paperwork-of-a-company-that-changed-hands
idioma: en
categoria: sector-legal
subcategoria: mercantil
audiencia: usuario
nivel: avanzado
actualizado: 2026-08-13
tambienEn: [es]
relacionados: [KB-LE-016, KB-TZ-003]
citadoPor: [KB-LE-023]
---

# Paperwork of a company that changed hands

_Documentary duties survive a change of owner; the archives often do not. That gap is inherited._

**Responde a:** we bought a company and dont have its paperwork · asked for documents predating the acquisition · transfer of records in a company sale · who answers for the old documentation

A request arrives about something from six years ago and nobody from back then is left at the company. The business was bought, the systems were changed, an office was cleared out. Nobody did anything wrong at any of those steps — and the duty to be able to produce that material still exists, and is now yours.

## What changes and what does not

| What to look at | Changes with the deal | Stays the same |
| --- | --- | --- |
| Who answers | Sometimes | **The duty to retain** |
| Where the records are | Almost always | The retention period |
| Who knows where things were | Yes, and it hurts most | What can be demanded of you |

> [!IMPORTANT]
> **The time to solve this is before signing the deal, and it takes an afternoon.** Afterwards, every month that passes takes with it another person who knew where something was. The question to put on the table is not «will you give us the archives?» —everyone says yes to that— but **«who retains them, in what format, for how many years, and who do we call when something is missing?»**, with the answer written into the agreement.

## If the deal is done and the gap exists

1. **Inventory what you do hold, by year** — Knowing where the hole starts is worth more than lamenting all of it.
2. **Ask the seller in writing** — Even if the answer is that they do not have it: the request and reply document you.
3. **Rebuild through third parties where possible** — Advisers, laboratories, insurers and clients keep their own copies.
4. **And record what is missing and why** — An explained gap is defensible; one discovered at an inspection is not.

> [!WARNING]
> The mistake that makes it worse is trying to paper over it: **recreating an old document to look period-correct**. It turns an inherited shortfall —explainable in two sentences and common to everyone— into something that is no longer a documentary gap. What holds your position in these cases is not having the paper, it is being able to recount what happened, with dates and with the requests you made to recover it.

> [!NOTE]
> Which retention duties transfer in each type of transaction —share sale, business unit sale, merger— and for how long, depends on the deal and the subject matter. **Your adviser settles that, and it is best resolved before signing**; here we cover the practical part that almost never makes it into the negotiation.

**Can I require the archives from the seller?**

It depends what was agreed. Which is why it is worth agreeing expressly.

**What if the seller no longer exists?**

Rebuild through third parties and document the attempt.

**How much of the earlier period must be kept?**

The same periods as if you had generated it yourselves.

## Ejemplos

**A business is bought and six years later a request arrives about the earlier period.**

- Inventories what is held by year and asks the seller in writing for what is missing

→ The gap is bounded and documented instead of being discovered whole in the reply.

**The negotiation settles on «the archives will be handed over» and nothing more.**

- Writes down who retains what, in what format, for how many years and who to call

→ The question five years from now has a specific addressee.

**A whole year's documentation is missing and recreating it is floated.**

- Documents what is missing, why, and what was requested to recover it

→ An explainable position is preserved instead of creating a different and worse problem.

**The company changes hands and the archive is left half done.**

- Inventories what exists before it disperses

→ You know what you have.

**Access rights remain in the names of people who have left.**

- Recovers access as soon as possible

→ What cannot be opened is not lost.

**Nobody knows where the corporate documentation is.**

- Gathers what is located into one file

→ There is one picture.