Running a transport company requires continuous adaptation to changing regulations, inspection authorities’ practices, and contractors’ expectations. In the TSL sector, many risks do not arise solely from performing transport services, but also from the documents, procedures, and agreements that govern the day-to-day operations of the business.

A legal audit of a transport company allows these areas to be reviewed in advance — before an inspection takes place, a dispute with a contractor arises, a transport damage occurs, an insurer refuses compensation, or allegations are made regarding improper organisation of transport operations.

The purpose of an audit is not to create unnecessary bureaucracy, but rather to verify whether the company’s documentation and actual business practices are consistent and whether they genuinely protect the entrepreneur’s interests.

In practice, an audit carried out by lawyers specialising in transport law is particularly valuable when a company is expanding its operations, changing its cooperation model with drivers or subcontractors, entering into new contracts, updating insurance policies, or preparing for regulatory inspections.

In each of these situations, it is important to verify not only compliance with applicable regulations, but also whether the adopted solutions are realistic and workable in the everyday operations of a carrier or freight forwarder.

When is it worth conducting a legal audit?

A legal audit may be required in response to a specific situation, such as an upcoming inspection, a dispute with a contractor, transport damage, or regulatory changes. However, its greatest value is achieved when it is conducted proactively.

A preventive audit makes it possible to identify issues that may not be visible in everyday operations but become critical during disputes — for example, when handling complaints, refusing payment of freight charges, undergoing inspections by authorities such as the Road Transport Inspection (ITD), Labour Inspectorate (PIP), or Tax Administration, or during insurance claim proceedings.

Regular verification of documentation following legislative changes is particularly important in transport companies. Regulations concerning road transport, drivers’ working time, posting of workers, cabotage, electronic transport monitoring systems, drivers’ remuneration, and carriers’ obligations change frequently. As a result, documents prepared several years ago may no longer meet current requirements.

Another common problem is that a company develops faster than its formal infrastructure. New transport routes, new contractors, different types of cargo, or additional subcontractors are introduced, while contracts and procedures remain unchanged.

An audit is also worthwhile before signing a significant contract. In the transport industry, unfavourable contractual provisions often become apparent only after a loss, delay, or dispute over payment occurs.

A company should know whether the obligations imposed by a contract are actually possible to fulfil, whether they correspond with its operating model, and whether they transfer risks that are not covered by its insurance policy.

An important moment for conducting an audit is also a change in the cooperation model with drivers or carriers. Different risks arise from employment contracts, business-to-business cooperation, and the use of further subcontractors.

The wording of an agreement alone is not always sufficient. It must also be verified whether the actual way in which cooperation is performed corresponds with the adopted legal model and whether the company possesses documents proving that its actions are compliant.

A legal audit is also highly relevant in connection with the sale of a transport company, the entry of an investor, or a planned restructuring of the business.

In such situations, company documentation, contractor agreements, driver employment models, insurance policies, internal procedures, and the history of disputes and claims directly affect the assessment of transaction risk.

For the seller, an audit allows potential issues to be identified and resolved before they become the subject of questions or objections from a buyer.

For the buyer, it provides a way to verify whether the acquired company has stable legal foundations for operating and whether hidden risks are being taken over together with the business — for example, risks resulting from incorrect driver settlements, unfavourable contracts, insufficient insurance coverage, or ongoing disputes.

Author: Ewa Sławińska-Ziaja
Legal Counsel at Trans Lawyers

www.translawyers.eu