The question at the centre of any cross-border corporate transaction is control: who actually controls the asset, and what can a shareholder enforce. Official registers answer part of that question. This page describes which part, from which sources, under which conditions — and where the answer stops.
Across 35 jurisdictions, the register layer is not uniform. A company registered in one country may hold assets through subsidiaries in three others. Each layer has its own register, its own access rules, and its own disclosure ceiling. Establishing control means working through each layer in sequence, naming the point at which the chain becomes opaque, and recording that finding as a result in itself.
What "establishing an asset" means in practice
The term "asset" in a cross-border corporate context covers several distinct objects: the legal entity that holds title, the real property or movable assets it owns, the contractual rights it holds, and the financial position recorded in filed statements. Each of these is established from a different source.
Establishing the entity means querying the commercial register of the jurisdiction of incorporation. That register shows the registered name, legal form, registration number, registered address, and — depending on jurisdiction — the names of directors and shareholders. It does not show who instructs the directors.
Establishing the property means querying the land or asset register of the jurisdiction where the property is situated. That register shows the registered title holder and any encumbrances recorded against the title. It does not show the beneficial owner of the title-holding entity.
Establishing the financial position means retrieving filed annual accounts from the relevant filing authority. Filed accounts show the position as at the filing date. They do not show transactions between filing dates, and they do not show off-balance-sheet arrangements.
Each of these is a separate query, a separate source, and a separate evidentiary ceiling.
The register layer: what it covers and what it does not
Commercial registers across the 35 jurisdictions covered by this practice share a common structure. They record the legal existence of the entity, its registered particulars, and — in most jurisdictions — the names of persons authorised to represent it. Beyond that, coverage diverges sharply.
Shareholders and participants. In some jurisdictions, the shareholder register is a public document filed with the commercial register and updated on each transfer. In others, it is a private document held by the company, with only the total number of shares or the existence of a share register noted in the public record. In a third group, the register records only the existence of the entity and its directors; ownership is not disclosed at all.
Directors and authorised signatories. Director names are disclosed in most jurisdictions. The scope of authority — whether a director can act alone or requires co-signature — is recorded in some jurisdictions and must be inferred from the articles of association in others.
Registered address. The registered address is a public record in all 35 jurisdictions covered. It is not necessarily the address at which the business operates, and it is not necessarily the address at which service of process will be effective.
Insolvency and enforcement proceedings. Insolvency registers exist in most jurisdictions. Coverage varies: some record only formal insolvency proceedings; others include restructuring, moratorium, and enforcement actions. A negative result in an insolvency register does not confirm the absence of a filed application; it confirms the absence of a recorded entry as at the date of query.
The beneficial ownership layer: the post-C-37/20 position
The CJEU judgment in Joined Cases C-37/20 and C-601/20 (November 2022) held that unrestricted public access to beneficial ownership registers is incompatible with the Charter of Fundamental Rights of the European Union. Following that judgment, most EU member states restricted public access to their UBO registers.
The practical consequence for cross-border due diligence is significant. In most EU jurisdictions, beneficial ownership information is accessible only to competent authorities, obliged entities under AML legislation, and persons who can demonstrate a legitimate interest. The definition of legitimate interest varies by member state. In several jurisdictions, the access procedure requires a formal application, a statement of purpose, and a waiting period.
Two registers within the covered jurisdictions maintain broader access as of the publication date of this page. The UK's PSC (Persons with Significant Control) register at Companies House remains publicly accessible under the Open Government Licence v3.0. Poland's CRBR (Centralny Rejestr Beneficjentów Rzeczywistych) maintains public access. The access regime of both registers is subject to legislative change and is verified by local counsel before any report is issued.
Outside the EU, the position varies. Some jurisdictions have no UBO register. Others have registers accessible only to regulators. A small number maintain genuinely open registers. The access condition for each jurisdiction is stated in the report scope before engagement.
What the register layer cannot establish, in any jurisdiction, is the identity of a person who exercises control through informal means: through a nominee arrangement not recorded in any register, through a trust deed not filed with any authority, or through a shareholders' agreement that is not a public document. The existence of such arrangements can sometimes be inferred from structural features of the corporate record. The inference is stated as an inference, not as a finding.
The financial statements layer
Filed annual accounts are a public record in most of the 35 jurisdictions covered. The filing authority, the filing deadline, and the level of detail required vary by jurisdiction and by the size classification of the entity.
For large entities, filed accounts typically include a balance sheet, a profit and loss account, notes to the accounts, and an auditor's report. For small and micro entities, the filing requirement is reduced in most jurisdictions: a balance sheet alone may satisfy the obligation, and the profit and loss account may be exempt from filing.
The gap between the filing deadline and the date of query is a structural feature of the financial statements layer. In jurisdictions where the filing deadline is twelve months after the financial year end, the most recent filed accounts may reflect a position that is two years old at the time of query. That gap is stated in the report.
Filed accounts show the position as recorded by the entity and, where required, verified by an auditor. They do not show transactions that occurred after the balance sheet date. They do not show the terms of related-party transactions beyond the disclosure required by the applicable accounting standard. They do not show assets held by entities outside the consolidation perimeter.
The transaction layer
Certain transactions affecting corporate assets are recorded in public registers. Share transfers are recorded in the commercial register in jurisdictions where the shareholder list is a filed document. Charges and security interests over assets are recorded in charges registers or equivalent filing systems in most jurisdictions. Real property transactions are recorded in land registers.
The transaction layer has two structural limits. First, the recording obligation applies to the transaction as filed, not to the underlying commercial arrangement. A share transfer recorded at nominal value may reflect a transaction at a different commercial value; the register records the transfer, not the price. Second, the recording obligation does not apply to transactions that are not required to be filed. A shareholders' agreement, a management agreement, or a side letter is not a filed document in any of the 35 jurisdictions covered.
The transaction layer is queried as part of the Extended scope. At Signal and Standard scope, the query covers the current state of the register, not the transaction history.
Cross-border structure: the multi-layer problem
A corporate asset held through a multi-layer structure presents a distinct evidentiary problem. The asset is held by Entity A, which is owned by Entity B, which is owned by Entity C. Each entity is registered in a different jurisdiction. Each jurisdiction has its own register, its own disclosure rules, and its own access conditions.
Establishing control in this structure requires querying each layer in sequence. The query at each layer produces a result that is accurate as at the date of query for that register. The results are not necessarily consistent with each other: a transfer recorded in one jurisdiction may not yet be reflected in another, or may be reflected differently.
The point at which the chain becomes opaque is a finding. It is stated in the report as the level at which the chain was traced and the reason it could not be traced further. That finding is not a failure of the analysis; it is the analysis.
The limit of what the sources allow
The ceiling of what official sources allow is stated before any engagement. This section describes that ceiling in structural terms.
Registered ownership is not beneficial ownership. The register records the legal title holder. Where the legal title holder is itself a legal entity, the register records that entity's registered particulars. The identity of the natural person who ultimately controls the chain is not established from the register layer alone in most jurisdictions.
Filed documents reflect the position at filing. Annual accounts, shareholder lists, and charges registers reflect the position as at the date of the filed document. Events between the filing date and the date of query are not recorded.
Negative results are bounded. A negative result in an insolvency register, a charges register, or a litigation database means that no entry was found as at the date of query. It does not mean that no proceeding exists: proceedings may be filed but not yet recorded, or may be recorded in a register not queried.
Access conditions are not always surmountable. In several jurisdictions, access to certain registers requires a national identifier, a qualified electronic signature, or a formal declaration of legitimate interest. Where access cannot be obtained, the report states which register was not queried and why.
Informal control is outside the register layer. Nominee arrangements, trust structures, and informal control agreements are not recorded in any register. Their existence can sometimes be inferred from structural features of the corporate record. The inference is stated as an inference.