A stock check before a partner leaves or ownership changes

When a partner is leaving or shares are being transferred, both sides want the formalities finished quickly. But stock is often the last obstacle. The seller says the goods are all there, the buyer suspects the books are inflated, and neither can persuade the other. A neutral stock check then turns impressions into figures, so that every party signs the same list. It should be stressed that arrangements on shares, contracts and tax are for lawyers and accountants. A stock check supplies only the factual basis.

Why stock becomes the point of dispute

• Stock value feeds directly into the price, so a small error in quantity or condition means a large amount of money.
• Book stock is management's own record, and the buyer cannot verify it alone.
• Parties understand "what counts as stock" differently: consigned, in-transit, customer-owned or damaged goods.
• The check date is vague, and goods keep moving between the check and completion, so nobody can say which figure belongs to which day.
• Neither party is neutral, so whoever does the counting, the other side is uneasy.

If a shortfall is found only after completion, tracing it is both difficult and damaging to relationships.

Agree scope and date first

Before starting, all parties should confirm several points in writing, and the key terms should be checked by a lawyer:

• Scope: which warehouses and areas, and how deposited, consigned, in-transit, customer-owned and scrapped-but-undisposed goods are handled.
• Date: which day and hour is the cut-off, ideally tied to the base date in the agreement.
• Basis of measurement: units of measure and the matching of item codes.
• Valuation: the count fixes quantity and condition only. The value method, such as cost or an agreed price, is separately agreed by the parties and finance.
• Attendance: who each side sends, and who may sign the result.

Who attends and how to count

A third party should do the counting, with a representative of the seller and one of the buyer present as witnesses but not interfering. The method resembles a handover count:

• Pause receipts and issues during the count, or log all movements separately.
• Count zone by zone in pairs, one counting and one recording, and write the figures on the sheet on the spot.
• Photograph every location, and mark valuable or doubtful goods.
• Have another team recount locations that do not match, with representatives present.
• List goods that cannot be judged for now as "to be confirmed" with the reason, and do not force a conclusion.

The counters should state that they have no stake with either side and sign the records, which secures their neutrality.

Rolling forward from the count date to completion

The check date and the completion date are often days or weeks apart, and the warehouse keeps moving goods in between. A common approach starts from the counted stock on the check date, adds receipts and subtracts issues in between, and rolls forward to the completion date. This needs complete and reliable movement records after the check date.

An invented example: counted stock on the check date is worth 980 million UZS. Between then and completion, receipts total 120 million UZS and issues total 150 million UZS. Rolled-forward stock at completion is 980 + 120 − 150 = 950 million UZS. (The figures are invented.) Whether all parties accept this figure should be agreed in the contract in advance. If necessary, run a spot check shortly before completion.

What gets signed

• A count result statement setting out scope, date, method and result, signed by representatives of all parties.
• A list of differences and items to be confirmed, with quantity, condition and the reason each is unresolved.
• Annexes: count sheets, photographs and the movement records used for the roll-forward.
• If a party reserves its position on some items, attach its comment and reasons rather than overwriting figures.

Agree in advance how many copies are made, who keeps them and what confidentiality applies. The check covers only the facts about stock. What the results mean for share valuation, liability or tax is a question for lawyers and accountants.

In short

When a partner leaves or ownership changes, let the figures come before the argument. UzWarehouse provides a neutral count when a partner exits, so that every party signs the same figures, as a factual basis for the negotiation that follows.