A management buyout transfers control. Before that transfer completes, the buying team needs to know who actually holds control today — and what the shareholder can enforce once the deal closes. These are two distinct questions. Both are answered from official sources, not from representations.
The checklist below maps each control question to the source that resolves it. Where a source has a structural ceiling — a point beyond which it does not go — that ceiling is stated before any work begins.
What this checklist coversControl structure, director authority, shareholder rights, and encumbrances — verified against official registers before an MBO closes. AngleWho controls the target company and what the incoming shareholder can enforce post-completion. Price tiersNot applicable to this page. This is an informational checklist; report pricing is stated on jurisdiction-specific service pages. Data limitThe ceiling of what the sources allow is stated before payment on every jurisdiction-specific engagement.Who controls the company today
Control in an MBO context is not the same as legal ownership. A shareholder holding 51 percent of shares may exercise less effective control than a director with an unchecked mandate. The checklist starts with the register layer, then moves to the document layer.
1. Registered shareholders and share proportions
The commercial or companies register in the target jurisdiction records the legal owners of shares. For most civil-law jurisdictions, this is a notarised shareholders' list filed with the register. For common-law jurisdictions, the share register is maintained by the company and may or may not be filed centrally.
Confirm: who is recorded as shareholder, in what proportion, and on what date the current entry was filed.
Source type: commercial register, companies register, or share register — jurisdiction-specific.
2. Beneficial ownership layer
Legal ownership and beneficial ownership diverge in structures involving holding companies, nominees, or trusts. Following the CJEU judgment in C-37/20, UBO registers across EU member states are no longer publicly accessible as a default. Access conditions vary by jurisdiction and by the declared purpose of the request.
Confirm: whether a UBO register exists, what access conditions apply, and what the register actually discloses at the available access tier.
Where the UBO register is inaccessible or incomplete, the chain is traced to the point at which it breaks, and that break is named explicitly.
3. Director authority and mandate scope
The articles of association, statutes, or equivalent constitutional document define what a director can do without shareholder approval. In many jurisdictions, this document is filed with the commercial register and is publicly retrievable.
Confirm: whether the current director has authority to enter into the transaction without a shareholder resolution, and whether any prior resolutions limit or extend that authority.
Source type: filed articles of association or statutes; shareholder resolutions on file.
4. Signing authority and representation rules
Separate from the scope of mandate is the question of who can bind the company in writing. Some jurisdictions require joint signatures; others permit sole representation. The register entry typically states the representation rule in force.
Confirm: the current representation rule as recorded in the register, and whether it has changed within the look-back period relevant to the transaction.
What the shareholder can enforce post-completion
An MBO buyer acquires not only shares but the rights attached to them. Those rights are defined partly by statute, partly by the constitutional documents, and partly by any shareholders' agreement in force.
5. Shareholder rights in the constitutional documents
The articles of association or statutes define voting thresholds, pre-emption rights, drag-along and tag-along provisions, and quorum requirements. These are filed documents in most jurisdictions.
Confirm: that the filed version is current, that no amendment has been filed without the buyer's knowledge, and that the version reviewed matches the register entry date.
6. Shareholders' agreement
A shareholders' agreement is a private contract. It is not filed with the register in most jurisdictions. Its existence, terms, and parties are not visible from the register layer.
Confirm: whether a shareholders' agreement exists, who is party to it, and whether its terms are consistent with the constitutional documents. This confirmation comes from the seller's disclosure, not from a register.
The register cannot resolve this question. That ceiling is stated here, not after the work is done.
7. Pledges and encumbrances on shares
In many jurisdictions, a pledge over shares is registered — either in the commercial register, a pledge register, or a notarial register. An unregistered pledge may still be valid between the parties but will not appear in any official source.
Confirm: whether any pledge, lien, or encumbrance is recorded against the shares being acquired, and in which register that recording is made.
Source type: pledge register, commercial register, or notarial register — jurisdiction-specific.
8. Existing shareholder resolutions
Resolutions passed before the MBO may bind the incoming shareholder. Filed resolutions are retrievable from the register in jurisdictions where filing is mandatory. Resolutions not required to be filed are invisible from the register layer.
Confirm: what resolutions are on file, their dates, and whether any resolution affects the rights the buyer expects to acquire.
Encumbrances and third-party claims
9. Charges over company assets
A charge over company assets — fixed or floating — is registered in the relevant register in most jurisdictions. The charge secures a creditor's claim against specific assets or the company's assets generally.
Confirm: whether any charge is registered, in whose favour, and whether it has been satisfied or remains outstanding.
Source type: charges register, commercial register, or equivalent — jurisdiction-specific.
10. Insolvency and restructuring proceedings
An insolvency register records filed petitions, opened proceedings, and appointed administrators or liquidators. A negative result in an insolvency register does not guarantee that no petition has been filed; processing delays exist in most jurisdictions.
Confirm: the register result as of the retrieval date, and note that the result reflects the register state at that moment, not a guarantee of absence.
Source type: insolvency register or equivalent — jurisdiction-specific.
11. Litigation and enforcement
Court records in most jurisdictions are not centrally searchable by company name across all courts. A search of the central commercial court register, where it exists, returns filed claims and judgments at that court. Claims filed in other courts, arbitration proceedings, and regulatory investigations are not visible from a single source.
Confirm: what the available court register returns, and name the courts and registers that were not searched.
The limit of what the sources allow
The sources used in an MBO control review have structural ceilings. These are not gaps that additional effort closes. They are the architecture of the registers.
What the register layer does not show:
- A shareholders' agreement that has not been filed
- A pledge that is valid between parties but not registered
- A court claim filed in a jurisdiction or court not covered by the search
- A UBO register entry that is inaccessible under the applicable access conditions
- A resolution passed but not required to be filed
- An insolvency petition filed within the processing delay window
What the document layer does not show:
- Whether a filed document reflects the current operational reality
- Whether a constitutional document has been amended by private agreement
- Whether the person named as director in the register is the person exercising control in practice
These ceilings are stated before the work begins. The report names the point at which the chain breaks and explains why.