Control over a company is not a single fact. It is a chain of facts — each sourced separately, each with its own ceiling. Before an investor due diligence round, the question is not whether the principal exists. The question is what the principal actually controls, what enforces that control, and where the chain of evidence stops.
This checklist maps each verification item to the source that confirms it. Where a source does not confirm an item, that gap is stated before any work begins.
What this checklist coversControl structure, director authority, shareholder rights, and UBO position of a principal across multi-jurisdiction corporate structures. Verified against official registry sources. Jurisdiction scopeApplicable across 35 jurisdictions tracked by VLO Law Firms. Source availability varies by jurisdiction; the checklist flags each gap. Price tiersNo price tiers apply to this informational page. Scope and pricing are confirmed in response to a request. Data limitThe ceiling of what the sources allow is stated before payment. No item on this checklist is confirmed without a named source and a verified date.An investor due diligence round tests a principal's position from the outside. The investor's counsel will pull registry data, filed documents, and public records. The principal's counsel should have pulled the same data first — and identified every gap before the investor does.
A gap found by the investor is a negotiating event. A gap found by the principal's counsel is a preparation item.
This checklist organises that preparation. Each item names the source, states what the source confirms, and states what it does not confirm.
Item 1.1 — Legal name and registration number
The registered name and number are confirmed from the national commercial registry of the jurisdiction of incorporation. Discrepancies between the name used in contracts and the registered name are a common early finding.
Source type: national commercial registry. Availability: confirmed for all 35 jurisdictions in scope. Structured data availability varies; several registries return scanned documents only.
Item 1.2 — Current registration status
Active, dissolved, struck off, or in liquidation. The registry confirms status as of the date of extraction. Status can change between extraction and closing. A second pull at signing is standard practice.
Source type: national commercial registry. Note: some registries update status with a lag of days to weeks after a court or administrative event.
Item 1.3 — Registered address and jurisdiction of operation
The registered address confirms the jurisdiction of the registered office. It does not confirm the jurisdiction of actual management or the location of assets. These are separate items requiring separate sources.
Item 2.1 — Current directors and officers
The registry confirms who is currently registered as a director or officer. It does not confirm whether that person has resigned in fact but not yet in the registry. Filing lags vary by jurisdiction from days to several months.
Source type: national commercial registry. Availability: confirmed for all 35 jurisdictions. Lag risk: present in all jurisdictions; highest in jurisdictions with paper-based filing.
Item 2.2 — Scope of authority — sole or joint signing
Whether a director can bind the company alone, or whether joint signing is required. This is confirmed from the articles of association or equivalent constitutional document, not from the registry header record alone.
Source type: filed constitutional documents. Availability: varies. In jurisdictions where constitutional documents are filed with the registry, they are retrievable. In jurisdictions where they are held privately, they must be requested from the company directly.
Item 2.3 — Restrictions on authority
Restrictions imposed by shareholder resolution, court order, or regulatory action. Court-imposed restrictions are confirmed from insolvency and enforcement registers. Shareholder-imposed restrictions are confirmed from filed resolutions, where filing is required.
Source type: insolvency register, court enforcement register, filed resolutions. Availability: insolvency registers are available for all 35 jurisdictions. Court enforcement registers vary in scope and public accessibility.
Item 2.4 — Power of attorney granted to third parties
Powers of attorney granted by the company to act on its behalf. These are not universally filed. Where filing is required, the registry confirms them. Where filing is not required, the source is the company's own records.
Source type: notarial register or commercial registry (jurisdiction-dependent). Gap: in most jurisdictions, unfiled powers of attorney are not detectable from public sources.
Item 3.1 — Registered shareholders and shareholding percentages
Who holds shares, in what percentage, and since when. This is the core control question. The source is the shareholders register or equivalent filed document.
Source type: national commercial registry or filed shareholders list. Availability: varies significantly. In some jurisdictions the shareholders register is a public filed document updated on each change. In others it is a private document held by the company or a notary, with only summary information in the registry.
Note on Delaware: the Delaware Division of Corporations does not disclose LLC members. Membership is a Level B item — confirmable from operating agreements held privately, not from public registry data.
Item 3.2 — Nominee arrangements
Whether a registered shareholder holds shares on behalf of another party. Nominee arrangements are not disclosed in most registries. Their existence is inferred from nominee service provider filings, trust declarations, or contractual disclosure. Public sources do not confirm the absence of a nominee arrangement.
Source type: no universal public source. Gap: this item cannot be confirmed from public registry data alone in any jurisdiction in scope.
Item 3.3 — Shareholder agreements and reserved matters
Whether a shareholder agreement restricts what the majority can do without minority consent. Shareholder agreements are not filed in most jurisdictions. Their existence and terms are confirmed from the company's own records or from disclosure by the parties.
Source type: company records (not public). Gap: the existence of a shareholder agreement is not detectable from public sources in most jurisdictions.
Item 3.4 — What the shareholder can enforce without court action
This item is not a registry item. It is a legal analysis item. The registry confirms the shareholding percentage. What that percentage entitles the holder to enforce — dividend rights, veto rights, information rights, pre-emption rights — is determined by the constitutional documents and applicable law, not by the registry record.
This checklist identifies the shareholding percentage and the filed constitutional documents. The analysis of what those documents entitle the holder to enforce is outside the scope of a records report. It requires legal advice.
Item 4.1 — UBO register entry
Whether the principal is registered as an ultimate beneficial owner in a national UBO register. UBO registers exist in all EU member states following the Fourth and Fifth Anti-Money Laundering Directives. Public access to those registers was restricted following the CJEU judgment in Cases C-37/20 and C-601/21. Access conditions vary by jurisdiction and are subject to ongoing legislative change.
Source type: national UBO register. Access condition: varies. In several jurisdictions access requires demonstration of a legitimate interest. In others access is restricted to competent authorities. The current access regime for each jurisdiction is confirmed before work begins.
Note on UK PSC register: the Persons with Significant Control register at Companies House remains publicly accessible under Open Government Licence v3.0. Redistribution with attribution is permitted.
Note on Poland CRBR: the Central Register of Beneficial Owners (CRBR) is publicly accessible. Access conditions are confirmed before work begins.
Item 4.2 — Layered holding structures
Where the principal holds shares through one or more intermediate holding companies, the UBO chain must be traced through each layer. Each layer requires a separate registry pull in the relevant jurisdiction. The chain is traced to the level that public sources permit. Where a layer is in a jurisdiction that does not disclose shareholders (for example, a Delaware LLC or a jurisdiction with no public shareholders register), the chain stops at that layer. The stopping point and the reason are stated in the report.
Source type: national commercial registries, jurisdiction by jurisdiction. Gap: the chain stops where public disclosure stops. This is stated explicitly, not omitted.
Item 4.3 — Discrepancy between registered UBO and actual control
A registered UBO entry does not confirm that the registered person exercises actual control. Discrepancies between the UBO register entry and the shareholders register entry, or between either and the constitutional documents, are a finding in themselves. This checklist flags discrepancies; it does not resolve them.
Item 5.1 — Insolvency proceedings
Whether the principal or any entity in the control chain is subject to insolvency proceedings. Confirmed from national insolvency registers. A negative result confirms the absence of a registered proceeding as of the date of extraction. It does not confirm that no proceeding has been filed but not yet registered.
Source type: national insolvency register. Note on Spain: personal data in the Registro Público Concursal is removed after statutory periods. Absence of a record does not prove absence of a prior proceeding.
Item 5.2 — Enforcement and judgment records
Whether a judgment creditor has registered an enforcement action against the principal or against assets held by the principal. Availability varies by jurisdiction. In some jurisdictions enforcement registers are public and searchable by name. In others they are accessible only to parties to the proceeding or to competent authorities.
Source type: national enforcement register or court records system. Availability: confirmed per jurisdiction before work begins.
Item 5.3 — Regulatory and sanctions records
Whether the principal appears in sanctions lists or regulatory enforcement records. Sanctions screening is conducted against published lists (OFAC, EU consolidated list, UN consolidated list, OFSI). Regulatory enforcement records vary by sector and jurisdiction.
Source type: published sanctions lists, regulatory authority databases. Availability: sanctions lists are publicly accessible. Regulatory enforcement databases vary.
Item 6.1 — Whether financial statements are filed
Not all jurisdictions require financial statements to be filed publicly. Where filing is required, the registry confirms the most recent filed accounts and the filing date. Where filing is not required, no public source confirms the financial position.
Source type: national commercial registry or dedicated accounts filing system. Availability: varies. Germany (handelsregister.de) provides filed accounts including Jahresabschlüsse. Ireland CRO provides per-document access to filed accounts. Many other jurisdictions provide filed accounts through the commercial registry.
Item 6.2 — Consistency between filed accounts and registry data
Where filed accounts name directors, shareholders, or related parties that differ from the current registry record, the discrepancy is a finding. Filed accounts are a secondary source for control structure, not a primary one. But discrepancies between the two are material.
Official registries confirm what has been filed. They do not confirm what is true.
A shareholders register confirms who is registered as a shareholder. It does not confirm whether that person holds the shares beneficially or as a nominee. A director register confirms who is registered as a director. It does not confirm whether that person exercises actual management authority or acts under instruction from an undisclosed principal.
The following items are outside the ceiling of what public sources confirm, in all 35 jurisdictions in scope:
These gaps are stated before work begins. A report that does not state its own ceiling is not a reliable report.
Where sources from different registries disagree — for example, where the UBO register names a different person than the shareholders register — that discrepancy is reported as a finding, not resolved by choosing one source over the other.
Discrepancies between sources are findings, not errors to be resolved. The following discrepancy types are the most common across the 35 jurisdictions in scope:
Each discrepancy type requires a different follow-up. The checklist identifies the discrepancy. Resolution requires legal analysis and, in most cases, direct inquiry to the company.
Price tiers are not applicable to this informational page. Scope and pricing for a specific principal verification are confirmed in response to a request. The scope is defined by the jurisdictions in the control chain, the depth of the UBO trace required, and the sources available in each jurisdiction.
The ceiling of what the sources allow is stated before payment in every engagement.
Does a negative result in an insolvency register confirm that the principal is solvent? No. A negative result confirms the absence of a registered insolvency proceeding as of the date of extraction. A proceeding may have been filed but not yet registered. A proceeding may have been concluded and removed from the register. Solvency is not confirmed by a registry search alone.
Can the existence of a shareholder agreement be confirmed from public sources? In most jurisdictions, no. Shareholder agreements are not filed in most registries. Their existence is confirmed from company records or from disclosure by the parties. A records report cannot confirm the absence of a shareholder agreement.
What happens when the UBO chain passes through a jurisdiction that does not disclose shareholders? The chain is traced to the layer where disclosure stops. The stopping point and the reason — for example, a Delaware LLC with no public member disclosure — are stated in the report. The report does not speculate beyond the point where public sources stop.
Is a registered director confirmed to have authority to bind the company? The registry confirms that a person is registered as a director. The scope of that director's authority — sole signing, joint signing, or restricted authority — is confirmed from the filed constitutional documents and any filed resolutions. These are separate documents requiring separate retrieval.
What is the difference between a records report and legal advice? A records report confirms what official sources state. It does not qualify what those facts mean for a specific legal position, transaction, or dispute. Legal advice on the implications of the findings is a separate engagement.
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.