Division II · Counterparty Assurance
We examine the foreign company before a Canadian company deals with it.
Rutalien is retained by Canadian corporations to establish, on the record, whether an overseas counterparty is genuine, solvent, lawfully owned and fit to be introduced. The examination is conducted before any pairing is proposed, and the finding is issued in writing over the signature of the examining officer.
Why the division exists
A Canadian company carries the consequence of the counterparty it accepts.
Rutalien has stood on Canadian exhibition floors since 1997. Across three decades of admitting foreign undertakings to counters, tables and pavilions, this office built an examination function that had to answer one question repeatedly and correctly: is this company what it holds itself out to be? Canadian corporations who watched that function operate began asking us to apply it to their own prospective suppliers, agents, distributors and joint-venture partners abroad — before contracts were signed rather than after a loss.
The exposure a Canadian party assumes is not merely commercial. It is statutory. Dealing with a listed person engages the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Act. Payments through an agent engage the Corruption of Foreign Public Officials Act, under which the defence of ignorance is thin where no enquiry was made. Goods sourced abroad engage the import prohibition and the annual reporting duty under the Fighting Against Forced Labour and Child Labour in Supply Chains Act, which requires an entity to describe the due diligence it actually performs. An unexamined counterparty is therefore a reporting problem, an enforcement problem and a reputational problem before it is ever a payment problem.
This division does not broker introductions for a commission and does not act for both sides of a proposed dealing. Rutalien is instructed by the Canadian party, is paid by the Canadian party, and reports to the Canadian party. Where the examination is adverse, the file stops here.
Standing of the division
- Instructing party
- Canadian registered corporations, their counsel and their boards.
- Subject of examination
- Foreign undertakings proposed as suppliers, agents, distributors, licensees, investors or joint-venture partners.
- Output
- A serialised written opinion, verifiable at /verify, retained on the register for seven years.
- Correspondence
- compliance@rutalien.com
Heads of examination
Six matters are put beyond assertion before any opinion is written.
Each head is evidenced from an independent source. Where a source is unobtainable in the subject's jurisdiction, the limitation is stated on the face of the opinion rather than glossed over.
Existence and constitution
The subject company is established from the register of its own jurisdiction, not from what it says of itself. We obtain the constitutive extract, confirm the registration number, incorporation date, registered office, share capital and standing, and record whether annual filings are current or in default.
Beneficial ownership
Holding layers are traced to the natural persons in ultimate control, through nominee arrangements, bearer structures and offshore intermediaries where these appear. Where control cannot be traced to identified persons, the file is reported as unresolved rather than approved.
Sanctions and prohibitions
The entity, its parents, its directors and its controlling persons are screened against the Consolidated Canadian Autonomous Sanctions List, United Nations listings, and the principal allied measures, together with debarment, disqualification and politically-exposed-person registers.
Financial substance
Filed or audited statements, tax registration, banking references and evidence of premises and payroll are tested for internal consistency and against the trading volumes asserted. A registration without operations is reported as a shell, however presentable its documentation.
Litigation and enforcement record
Court records, insolvency registers, regulatory enforcement notices, customs seizures and judgment execution history are examined in the home jurisdiction and in each jurisdiction of material trade.
Supply-chain and integrity exposure
Sourcing is examined for forced-labour and child-labour exposure relevant to a Canadian buyer's reporting duties, alongside bribery exposure under the Corruption of Foreign Public Officials Act, export-control sensitivity and adverse media in the local language.
Levels of engagement
Three graded examinations
The level is fixed in the letter of instruction. An examination may be elevated mid-file where a matter emerges that the retained level cannot properly resolve; the instructing party is notified before the additional work is undertaken.
CA-1
Register verification
Indicative turnaround · 3 – 5 business days
Confirmation of legal existence, registration particulars, standing, declared activity, directors of record and primary sanctions screening. Ordered where a Canadian company must confirm that a prospective counterparty is a real, currently registered undertaking before corresponding further.
CA-2
Standing and substance examination
Indicative turnaround · 7 – 12 business days
Everything in CA-1, extended to beneficial ownership tracing, two to three fiscal periods of financial statements, banking and trade references, premises and payroll evidence, licensing where the activity is regulated, and litigation and insolvency searches. Concludes in a graded fitness opinion.
CA-3
Enhanced integrity review
Indicative turnaround · 15 – 25 business days
Everything in CA-2, extended to source-of-funds enquiry, local-language media and court research, discreet market referencing with named suppliers and buyers, site attendance at the declared premises by an instructed local agent, and a written opinion on suitability for collaboration with a Canadian party.
Fees are quoted per subject entity in the letter of instruction and depend on the level retained, the number of jurisdictions engaged and whether local-language or site work is required. Rutalien does not accept a fee contingent on the outcome of an examination.
Determinations
Four findings, and only one of them results in an introduction being passed on.
Cleared for introduction
The subject is a verified operating undertaking. No sanctions, disqualification or unresolved ownership matter arises, and the documentary record is internally consistent. Rutalien will pass the file to the Canadian party with its findings annexed.
Cleared subject to conditions
The subject is verified, but one or more matters require contractual protection — advance payment terms, escrow, performance security, restricted scope, or renewed examination at a stated interval. The conditions are set out on the face of the opinion.
Not established
The subject failed to produce instruments sufficient to establish existence, control or trading substance. This is a finding about the record, not an allegation against the subject, and the file may be re-opened on production of the missing instruments.
Adverse — introduction withheld
A prohibitive matter is recorded: a sanctions or debarment listing, an undisclosed controlling person, falsified instruments, or an enforcement or insolvency history incompatible with the proposed dealing. No introduction is made to a Canadian party and the determination is retained on the register.
Two divisions, one register
Floor space and counterparty assurance are examined to the same standard.
Division I contracts counter, table and pavilion inventory at Canadian exhibitions and issues instruments of invitation to the delegates of approved companies. Division II examines foreign undertakings for Canadian corporations considering collaboration. The two share one Authorization Office, one audit register and one retention schedule, which is why a company admitted to a Rutalien floor has already satisfied the greater part of a CA-1 examination.
Scope of the opinion
An assurance opinion is a point-in-time finding on the instruments before the office at the date of determination. It is not a credit rating, an audit opinion, a solvency certificate, a warranty of the subject's future conduct, or legal advice on the transaction contemplated. The instructing party remains responsible for its own commercial decision and for obtaining its own legal and tax advice.