A put option grants the right to sell shares at a fixed price. Before that right has value, the structure behind the shares must be verified. Control — who actually holds it, who can dilute it, and what the shareholder can enforce — determines whether the option is worth exercising.
This checklist identifies what to confirm, which source confirms it, and where the source stops.
What this coversOwnership structure, control layer, shareholder rights, and encumbrances — verified from official registers before a put option is signed. Jurisdiction scopeApplicable across multi-jurisdictional structures; source availability varies by jurisdiction. Registry factsNo registry tariff data is available for this row. Mechanisms are described without figures. Ceiling statedThe limit of what official sources allow is identified at each checklist item before any engagement.Who controls the company — and what the register shows
Control is not always visible at the first layer. A shareholder list names the registered holders. It does not name the person who instructs them.
The corporate register in most jurisdictions shows:
- The legal entity holding the shares
- The percentage or nominal value of each holding
- The date of the last recorded change
What it does not show: whether a shareholder agreement restricts the transfer, whether a pledge or charge has been registered against those shares, or whether a nominee arrangement sits between the registered holder and the economic owner.
The checklist item is therefore not "who is on the register" but "who controls the vote, the board, and the exit."
Checklist item 1: Obtain the current shareholder list from the corporate register. Note the date of the last filed update. Confirm whether the jurisdiction requires real-time filing or permits a lag.
Checklist item 2: Identify whether the jurisdiction operates a beneficial ownership register. If it does, confirm the access conditions — public, restricted, or gated by declared legitimate interest. Note the CJEU C-37/20 position: EU member state UBO registers are not uniformly open to public access. Confirm the current access regime for the specific jurisdiction before relying on any UBO entry.
Checklist item 3: Search the charges or encumbrances register for the target entity. A share pledge in favour of a lender may prevent transfer or trigger a default on exercise of the put.
Shareholder rights — what the articles and filed documents show
A put option is a contractual right. Its enforceability depends on whether the underlying articles of association permit the transfer, whether pre-emption rights apply, and whether the board has discretion to refuse registration of a transfer.
Checklist item 4: Obtain the current articles of association from the corporate register. Confirm the version on file is the version in force. In some jurisdictions, amended articles must be filed within a fixed period; a lag between amendment and filing creates a gap.
Checklist item 5: Identify any shareholders' agreement filed with or referenced in the register. In most jurisdictions, shareholders' agreements are private documents and do not appear in the register. Their existence must be confirmed by direct disclosure from the counterparty.
Checklist item 6: Confirm whether the articles contain drag-along, tag-along, or pre-emption provisions that would affect the put option mechanics. These are structural controls on exit, not merely procedural steps.
Checklist item 7: Confirm the board composition from the register. Directors are named in most corporate registers. The question is whether the board that will approve the transfer is the same board that signed the option agreement — and whether any director has since been replaced.
Financial standing — what filed accounts show
A put option is only as valuable as the counterparty's ability to pay. Filed financial statements are the starting point, not the conclusion.
Checklist item 8: Obtain the most recently filed annual accounts. Note the filing date and the period they cover. A gap of more than twelve months between the period end and the filing date is itself a data point.
Checklist item 9: Confirm whether the jurisdiction requires consolidated accounts at the level of the entity granting the put. A holding company may file accounts that do not reflect the financial position of the operating subsidiaries.
Checklist item 10: Search the insolvency register for the entity and, where the register permits, for the directors personally. An insolvency filing against a director does not automatically affect the company, but it is a material fact.
Checklist item 11: Confirm whether any winding-up petition, administration application, or equivalent proceeding has been filed. In most jurisdictions, a petition is a public document once filed. A negative result does not guarantee that no petition has been prepared; it confirms only that none has been filed and recorded as at the date of the search.
Transaction history — what the register records
Checklist item 12: Review the filing history for the entity. Frequent changes in directors, registered address, or share capital in the period before the option was offered are each a data point. The register records the change; it does not record the reason.
Checklist item 13: Confirm the date the entity was incorporated and whether it has operated continuously under the same registration number. A re-registration, conversion, or migration between jurisdictions may break the continuity of the record.
Checklist item 14: Where the structure involves multiple jurisdictions, repeat items 1–13 at each layer. The weakest link in a multi-jurisdictional chain is the jurisdiction with the least disclosure.
The limit of what the sources allow
Official registers record what has been filed. They do not record what has been agreed privately, what has been omitted, or what has changed since the last filing date.
The specific limits that apply before signing a put option:
Shareholders' agreements are not filed in most jurisdictions. The register confirms the shareholding; it cannot confirm the terms on which that shareholding is held.
Nominee arrangements are not disclosed in most corporate registers. Where a beneficial ownership register exists, access conditions vary by jurisdiction and have been restricted across EU member states following CJEU C-37/20.
Share pledges are registered in some jurisdictions and not in others. Where a charges register exists, a search confirms what has been registered. It does not confirm whether an unregistered pledge has been granted.
Insolvency filings appear in the register after filing. A petition prepared but not yet filed does not appear. A negative search result is accurate as at the date of the search, not as at the date of signing.
Filed accounts reflect a historical period. The financial position at the date of signing may differ materially from the most recently filed accounts, particularly where the filing lag is significant.
Director identity is confirmed by the register. Whether a named director acts on the instructions of an undisclosed principal is not a question the register answers.
The ceiling of what the sources allow is stated before any engagement. Where a source does not reach, the checklist identifies the gap and the mechanism by which it would need to be addressed by other means.