Control is the first question in any cross-border merger. Who actually directs the target, who can block a resolution, and what the incoming shareholder can enforce — these are not questions the transaction documents answer on their own. They are answered by official sources, each with a defined scope and a defined limit.
This checklist states what to confirm, which source type confirms it, and where the source stops. The ceiling of what the sources allow is stated before payment on every jurisdiction-specific report produced by VLO Law Firms.
A cross-border merger involves at least two legal systems. Each system maintains its own registers, its own disclosure rules, and its own definition of what a director or shareholder can enforce. The checklist below organises the verification items into five control layers.
The commercial register is the primary source for legal existence. In most jurisdictions it is the only source with legal effect. A company that does not appear in the register does not exist as a legal person for merger purposes.
Director authority is the most frequently misread item in cross-border transactions. The register shows who is appointed. The filed statutes show what that person can sign alone. The two are separate documents and must be read together.
Shareholder rights in a cross-border merger are governed by the law of each entity's jurisdiction of incorporation. What the incoming shareholder can enforce depends on what the filed documents say — and on what they do not say.
Beneficial ownership disclosure rules vary significantly across the 35 jurisdictions in scope. In several EU jurisdictions, public access to UBO registers was restricted following the Court of Justice ruling in joined cases C-37/20 and C-601/20. Access conditions for each jurisdiction are stated in the jurisdiction-specific report.
A negative result in an insolvency register does not confirm the absence of a filed application. Filing and registration are separate steps in most jurisdictions. The gap between them varies.
No single source confirms every item on this checklist. The sources are official registers. Each register has a defined scope, a defined update frequency, and a defined access condition.
The following limits apply across the 35 jurisdictions in scope:
Shareholders' agreements. Filed documents show the rights stated in the articles or statutes. Shareholders' agreements are private contracts. They are not filed in most jurisdictions. A shareholders' agreement can alter voting rights, transfer restrictions, and veto rights without any entry in the register.
Nominee arrangements. The register shows the registered shareholder. It does not show whether that shareholder holds as nominee for another person. Nominee arrangements are confirmed by contract, not by register.
Beneficial ownership in EU jurisdictions. Following the CJEU ruling, public access to UBO registers in EU member states is restricted by default. Access conditions differ by jurisdiction. The jurisdiction-specific report states the access condition applicable at the time of the search.
Delaware and similar jurisdictions. LLC membership is not disclosed in the Delaware Division of Corporations register. The register confirms existence and registered agent. Membership is confirmed by operating agreement, not by register.
Insolvency timing gap. An insolvency application is filed with a court. It is entered in the insolvency register after a procedural step. The gap between filing and registration varies by jurisdiction and by court workload. A register search at a given date does not confirm the absence of a filed application on that date.
Unfiled resolutions. Shareholder resolutions are filed after they are passed. The filing deadline varies by jurisdiction. A register search confirms resolutions on file, not resolutions passed.
Cross-border enforcement. An enforcement order obtained in one jurisdiction is not automatically visible in the registers of other jurisdictions. A search in the jurisdiction of incorporation does not cover enforcement proceedings in other jurisdictions.
The ceiling of what the sources allow is stated before payment on every jurisdiction-specific report. The checklist items that cannot be confirmed from official sources are identified, and the reason is stated.
In a cross-border merger, the same entity may appear in multiple registers across multiple jurisdictions. Discrepancies between them are common and are themselves a result.
Registered address. The address filed in the jurisdiction of incorporation may differ from the address filed in a branch register in another jurisdiction. Neither is necessarily wrong. Both are official records.
Director names. A director appointment filed in one jurisdiction may not yet be reflected in a branch or subsidiary register in another. The filing dates in each register are part of the record.
Share capital. The amount stated in the commercial register may differ from the amount stated in the most recent filed financial statements. The difference may reflect a capital increase not yet filed, or a filing in one register not yet matched in another.
Beneficial ownership declarations. A UBO declaration filed in one jurisdiction may name a different person than a PSC filing in another jurisdiction covering the same group structure. Both are official records. The discrepancy is stated in the report.
Where sources disagree, the report states both records, the source of each, and the date of each. The report does not resolve the discrepancy. Resolution requires legal analysis in the relevant jurisdiction.
Each jurisdiction-specific report is produced from official sources in the jurisdiction of incorporation. The report states:
The report does not state what the facts mean for the transaction. That is legal advice. The report states what the official sources show.
For a cross-border merger involving multiple jurisdictions, reports can be produced in parallel. The scope of each report is defined before production begins.
Which items on this checklist cannot be confirmed from official sources? Shareholders' agreements, nominee arrangements, and unregistered security interests are not confirmed by official registers in any jurisdiction. The checklist identifies these items. The jurisdiction-specific report states which items were searched and which could not be confirmed from official sources.
Does a clean insolvency register search confirm the company is solvent? No. The insolvency register records filed and registered proceedings. A search confirms the absence of registered proceedings at the date of the search. It does not confirm the absence of a filed application not yet registered, and it does not confirm solvency.
Is beneficial ownership information available for all 35 jurisdictions? No. Access conditions vary by jurisdiction. In several EU jurisdictions, public access to UBO registers is restricted following the CJEU ruling. In jurisdictions such as Delaware, LLC membership is not disclosed in the public register. The jurisdiction-specific report states the access condition applicable at the time of the search.
Can one report cover multiple jurisdictions? Each report covers one jurisdiction of incorporation. For a merger involving entities in multiple jurisdictions, a separate report is produced for each. Reports can be produced in parallel. Scope is defined before production begins.
What is the difference between a registered shareholder and a beneficial owner? The registered shareholder is the person named in the register. The beneficial owner is the person who ultimately controls or benefits from the shares. The two may be the same person or different persons. The register confirms the registered shareholder. Beneficial ownership is confirmed by a separate source, where that source is accessible.
Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firms assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.