Introduction
A married couple from the Republic of Serbia approached Disputes Law Firm to conduct a comprehensive legal due diligence review of the BIOTEXCOM surrogacy clinic, as well as to analyze the contracts and documents prepared for client execution. Given the specific nature of reproductive technology services and the heightened risks for international clients, our team conducted a thorough due diligence review across all key areas of concern.
Due Diligence Methodology
The review was conducted according to several criteria. First and foremost, we analyzed legal risks, specifically the compliance of contract terms with applicable law, the presence of necessary permits and licenses, and potential regulatory restrictions. We also conducted a detailed examination of financial risks, including payment terms and conditions, potential hidden costs, and tax implications of the transaction.
corporate integrity
Particular attention was given to comprehensive counterparty due diligence. We conducted a thorough review of the company's corporate integrity, including analysis of signatory authority, corporate documents, monitoring of changes in shareholder composition, registered address changes, analysis of management changes, and verification of necessary licenses and permits.
financial standing
The counterparty's financial standing was verified through direct access to state registries, specifically the Movable Property Encumbrance Registry and the State Registry of Real Property Rights, to assess the sufficiency of assets to fulfill future obligations and identify any property encumbrances.
legal history and reputational risks
The company's legal history was researched through analysis of court cases and enforcement proceedings, monitoring of administrative violations. Reputational risks were assessed through verification against sanctions lists, analysis of connections to aggressor countries, monitoring of public information and media coverage, and verification of business reputation.
Due Diligence Results
corporate structure
The research established that LLC "BIOTEXCOM" (Tax ID 36546976) was incorporated on July 1, 2009 with the primary business activity of "Operation of hospital facilities." The sole participant and ultimate beneficial owner with 100% ownership is an individual holding dual citizenship of Moldova and Germany. We determined that LLC "BIOTEXCOM ASSISTANCE" is a satellite company of the main entity and is used to provide ancillary services to clients.
litigation proceedings
Analysis of litigation proceedings revealed that as of the review date, the court registry contained approximately 122 decisions regarding LLC "BIOTEXCOM," however most were procedural in nature. Among significant civil cases, two were identified regarding damages. In case 761/13366/23, a claim for property and moral damages was dismissed by the court. In case No. 759/15994/17, a judgment granting the claim was overturned on appeal.
Two closed criminal proceedings were documented. Proceeding No. 42016101100000224 under Articles 149, 190, 209, 212, 366 of the Criminal Code and proceeding No. 42017000000004230 under Articles 212, 364-1 of the Criminal Code. Both proceedings were closed without establishing guilt. Open sources contained comments from the beneficial owner regarding the criminal investigations, characterizing them as "hysteria by corrupt prosecutors" and attempts to extort a share in the business.
Contract Documentation Analysis
medical services agreement
Detailed analysis of contract documentation covered three types of agreements. The reproductive medicine services agreement was drafted in compliance with applicable law requirements with clearly defined subject matter and rights and obligations of the parties. However, we identified absence of specific liability provisions for the medical center regarding contract breaches, significant penalty provisions for patients up to 6,000 euros for failure to attend fertilization procedures, and the possibility of unilateral contract termination by the medical center under broad circumstances. In case of contract termination, only 50% of paid fees are refunded.
surrogacy agreement
The joint surrogacy agreement complies with Ukrainian law requirements with clearly regulated rights and obligations of all parties. Guarantees are provided for various development scenarios. However, the provision regarding state registration requires elaboration in accordance with Ministry of Health Order requirements. For clients seeking surrogacy in Ukraine, this agreement structure is typical, though surrogacy attorneys often recommend additional protective provisions.
agency agreement
The agency services agreement does not contradict applicable law requirements, provides detailed description of services and their cost, and contains a clear payment schedule. Importantly, parties have the right to submit comments regarding contract terms before execution. Surrogacy solicitors frequently emphasize this negotiation period as crucial for client protection.
Conclusions
Based on the comprehensive due diligence review, it was established that LLC "BIOTEXCOM" currently operates within the bounds of applicable law. The company holds necessary licenses and permits for conducting business in reproductive technology services. While information exists regarding criminal proceedings and litigation that negatively impacts business reputation, several factors must be considered. Courts have not established guilt of the ultimate beneficial owner regarding the alleged crimes. Courts have not established company liability for damages to surrogate mothers. Pressure on businesses from law enforcement agencies is not uncommon in the Ukrainian environment.
All analyzed contracts were drafted considering applicable law requirements and contain no void provisions. However, the contracts primarily regulate client responsibilities, while medical center and agency liability is governed by law. This asymmetric liability structure is common in surrogate motherhood Ukraine arrangements, though experienced surrogacy lawyers typically negotiate additional protections.
The general conclusion is that there are no legal grounds for negative findings regarding LLC "BIOTEXCOM" operations. The comprehensive due diligence review demonstrated that the BIOTEXCOM clinic represents a reliable partner for surrogacy program implementation. For international clients considering surrogacy Ukraine options, this clinic maintains appropriate regulatory compliance and operational standards.
Important Disclaimer: Despite Disputes Law Firm's efforts to thoroughly verify counterparty legal integrity and business legitimacy, this article does not constitute a recommendation or inducement to utilize the mentioned clinic's services. Any decisions regarding cooperation with medical facilities are made by clients independently at their own discretion and risk. It should also be noted that circumstances may change over time, and the conclusions presented in this consultation may lose their relevance. This consultation was developed for specific clients in early 2025 based on information available at that time. Clients considering surrogacy arrangements should always engage qualified surrogacy attorneys or surrogacy solicitors familiar with international reproductive law to ensure proper legal protection throughout the process.
