A competitor's name in the cap table is not automatically a problem. It becomes one when the rights attached to that stake are not established before a decision is made. This checklist identifies what to confirm, which source confirms it, and where the source stops.
Control is the operative question. Ownership percentage is one input. Voting rights, veto provisions, board appointment rights, and information access rights are others — and they do not always follow the share percentage.
What this checklist coversOwnership layer, voting and veto rights, board composition, information rights, and transfer restrictions — each mapped to the source that can confirm it. Jurisdiction scopeCross-border: applies to structures spanning multiple registries. Source availability varies by jurisdiction. Registry facts availableNone on file for this row. Mechanisms are described; no exact registry tariffs or fees are stated. Data limitThe ceiling of what the sources allow is stated before payment. Source gaps are identified explicitly.A cap table entry shows a name and a percentage. It does not show:
Each of those questions requires a different source. The cap table entry is the starting point, not the answer.
What to establish: the legal name of the registered shareholder, the percentage held, the class of shares, and the date of registration.
Source: the commercial or companies registry of the jurisdiction where the target is incorporated. In most jurisdictions this is a public record. The document to request is the current shareholder register or its equivalent — in some jurisdictions filed as a statutory form, in others as a notarial instrument.
What the source does not show: whether the registered holder is acting for its own account or as a nominee. Nominee arrangements are contractual and are not recorded in the registry.
What to do if the registered holder is a corporate entity: repeat the search one level up. The chain continues until a natural person or a publicly listed entity is reached, or until the source stops returning data.
What to establish: whether the competitor's shares carry one vote per share, enhanced votes, or no votes. Whether any shareholder agreement modifies the default voting structure.
Source: the articles of association (or equivalent constitutional document) filed with the registry. In jurisdictions where shareholder agreements are filed, those filings are a secondary source. Where they are not filed, the agreement is private.
Critical gap: shareholder agreements are not filed in most jurisdictions. Their existence may be disclosed in due diligence, or not at all. A registry search cannot confirm the absence of a shareholder agreement — it can only confirm whether one has been filed where filing is required.
What a voting rights gap means: a competitor holding 15% of shares may control 30% of votes under a dual-class structure, or may hold blocking rights on specific resolutions under a private agreement. Neither fact appears in the registry without the underlying document.
What to establish: whether the competitor has the right to appoint or nominate a director. Whether any appointed director is currently in office.
Source: the articles of association for appointment rights. The current directors register at the companies registry for who is currently in office.
What to check: whether a director appointed by the competitor has access to board papers, management accounts, or strategic plans as a matter of company law in that jurisdiction. This varies. In some jurisdictions a director's duty of confidentiality to the company limits what they may pass to the appointing shareholder. In others, the appointing shareholder has contractual information rights that operate in parallel.
What the source does not show: the content of any side letter or information rights agreement between the company and the competitor-shareholder.
What to establish: whether the competitor holds veto rights over specific corporate actions — new share issuance, asset disposal, change of business, new financing, exit transactions.
Source: articles of association for rights embedded in the constitutional document. Shareholder agreement for contractual veto rights.
Gap: contractual veto rights in a private shareholder agreement are not visible in any registry. Their existence must be confirmed through document disclosure in due diligence. A registry search cannot rule them out.
Why this matters for control: a 10% stake with a veto over exit transactions gives the holder effective blocking power over the most consequential decision a shareholder can face. The percentage understates the control position.
What to establish: whether the competitor's stake is subject to lock-up, right of first refusal, drag-along, or tag-along provisions. Whether the competitor can transfer its stake to a third party without consent.
Source: articles of association for restrictions embedded in the constitutional document. Shareholder agreement for contractual restrictions.
What to check: whether a transfer by the competitor to an affiliate or subsidiary of the competitor is treated as a permitted transfer under the applicable documents. In many structures, intra-group transfers are exempt from consent requirements. A competitor can effectively transfer the stake to a more strategically positioned entity within its group without triggering consent rights.
What to establish: whether the competitor, as a shareholder, has statutory or contractual rights to receive financial statements, management accounts, or other business information.
Source: company law of the jurisdiction of incorporation determines statutory information rights. Shareholder agreements and articles of association determine contractual rights.
Statutory floor: in most jurisdictions, shareholders above a threshold percentage have a statutory right to inspect annual accounts. The threshold and the scope of the right vary. Below the threshold, rights depend on the constitutional documents and any shareholder agreement.
What this means for a competitor-shareholder: statutory access to annual accounts is a floor, not a ceiling. Contractual information rights can extend access to management accounts, customer data, or technical documentation. The registry does not show what contractual rights have been granted.
What to establish: whether the competitor is the beneficial owner of the stake, or whether the stake is held through a nominee or intermediate structure on behalf of another party.
Source: where a beneficial ownership or UBO register exists and is accessible, it is the primary source. Accessibility varies significantly by jurisdiction.
Known constraints:
What a negative result means: absence of a beneficial ownership filing does not confirm that the registered holder is the beneficial owner. It confirms only that no contrary filing has been made where filing is required.
What to establish: whether the competitor's shares are pledged as security for financing. A pledgee may have rights that affect what the competitor can do with the stake.
Source: share pledge registers where they exist (some jurisdictions maintain these as part of the commercial registry or a separate security register). In many jurisdictions, share pledges are not registered centrally and are not visible from a registry search.
Gap: in jurisdictions without a central pledge register, the existence of a share pledge can only be confirmed through document disclosure or a direct representation from the company.
What to establish: whether the competitor is subject to insolvency proceedings, administration, or enforcement actions that could affect the stake or the competitor's ability to exercise its rights.
Source: insolvency registers, court registers, and enforcement registers in the competitor's jurisdiction of incorporation and principal place of business.
Known constraint: a negative result in an insolvency register does not guarantee the absence of a filed application. Processing delays between filing and registration vary by jurisdiction. In some jurisdictions, pre-insolvency procedures are not publicly registered until a later stage.
Official registries confirm what has been filed. They do not confirm what has been agreed privately.
The most consequential control rights — veto provisions, enhanced information access, board appointment rights beyond the constitutional document, transfer restrictions, and nominee arrangements — are typically found in shareholder agreements and side letters. These documents are private contracts. They are not filed in any registry in most jurisdictions.
A complete registry search across all relevant jurisdictions establishes the registered ownership layer, the constitutional document, the current directors, and any publicly filed beneficial ownership information. It does not establish the content of private agreements.
Where a shareholder agreement is known to exist, its terms must be obtained through document disclosure. Where its existence is uncertain, the question must be asked directly and the answer verified against any available evidence.
The ceiling of what the sources allow is stated before any engagement. Where a source stops, that stopping point is identified explicitly — not omitted.