RES project data room: scope and checklist before DD

Due diligence of a RES project is not a single test or an automated result. It is a structured examination of documents, project status and the relationships between them. Its scope depends on technology, development stage, transaction structure and investor expectations.

The checklist below helps prepare the review and discussions with advisers. It is neither a legal opinion nor confirmation that a project is free from risk.

Start with the data room scope and responsibilities

Before opening the data room, the parties should agree who will review each area. Legal, technical, financial and tax teams may use the same documents but answer different questions.

Agreeing the format of the findings is also useful. Rather than describing a project generally as good or risky, maintain a register of specific issues, source documents and actions needed before the transaction.

Company documents and transaction structure

If discussions concern shares in a project company, the review covers the company itself and the rights and obligations associated with the project. An asset sale requires precise identification of the rights, agreements and documents to be transferred.

Documents to organise include registration documents, company constitutional documents, resolutions, powers of attorney, financing and agreements with related parties. Each uncertainty should be linked to a specific document, not merely the seller’s description.

Land and the right to use the location

The review team should list all plots and the documents establishing the right to use them. Gather agreements, amendments, extracts, maps and information on encumbrances or third-party rights in one place.

Checking consistency is crucial. The location in the technical documentation should match the scope of land rights and administrative process documents. A discrepancy must be marked as requiring clarification.

Decisions and the administrative process

For each decision or application, prepare a status sheet recording the document name, authority, date, scope, related plots, amendments and outstanding conditions. Do not assume that a file title proves that the document is current or final.

If a legal issue is material to the transaction, the appropriate adviser should assess it using the complete document and current law.

Grid connection

The grid connection review requires comparing operator documents, schedules, correspondence and project parameters. Check whether the capacity, technology, location and stage stated in the listing are consistent with the source materials.

Public available-capacity and queue data can provide grid context, but does not confirm that a specific project can be connected. To analyse that context, use the CHECK CAPACITY tool and read the guide to grid connection data.

Technical matters, agreements and the commercial model

Technical documentation should describe the same project as the administrative decisions and grid connection documents. Construction, servicing and electricity sale agreements require separate review of their scope, liability, transferability and dependencies on other contracts.

A financial model does not replace documents. Each assumption should identify its source, data owner and update date.

How to maintain an issues register

For each issue, record:

• the review area,
• a description of the question or discrepancy,
• the source document,
• the response status,
• the responsible person,
• the action required before signing or closing the transaction.

Useful statuses include: supported by a document, further information required, specialist opinion required, inconsistent, and outside the review scope. These labels are clearer than a single overall score.

The role of TransakcjeOZE

TransakcjeOZE presents public listings and provides a controlled process for accessing further information. The Platform does not certify projects, replace due diligence or guarantee the outcome of a transaction.

If you are selling a project, start with preparing the listing and data room. If you are buying, compare public RES projects, use the interactive due diligence checklist, and agree the scope of the review with your own advisers.

HWW materials for further reading

HWW publishes separate materials on tax due diligence and on choosing between an asset deal and a share deal. Legal and tax issues require review against the current position and the specific transaction structure.

A document index you can come back to

For each file record the name, version, document date, source, the person responsible and the question the document is meant to answer. In a separate column mark whether the material has been collected or still needs to be supplied. A legal or technical assessment should indicate the document and the author of the assessment.

Start with the documents you already hold. Enter a missing file in the index together with a note on whom you expect it from. Such an index helps separate documents received from information passed on in conversation only.

Download the editable checklist (CSV, 32 items) and keep your own index in it. The same scope in interactive form is opened by the RES project due diligence checklist.