A put option transfers risk before it transfers title. Who controls the company on the day of exercise determines whether the right can be enforced. The checklist below maps each control item to the source that confirms it — and states where the source stops.
Control questions must be answered before the option is signed, not after. Once the instrument is executed, the counterparty's structure is a given; the buyer's leverage is gone.
What this checklist coversControl structure, director authority, shareholder rights, and encumbrances — each item mapped to its confirming source. No exact registry fees are stated: mechanisms are described; tariffs are published by each registry and verified at the time of order. AngleWho actually controls the company and what the shareholder can enforce — verified before signature, not assumed. Data limitThe ceiling of what the sources allow is stated before payment. Source: VLO Law Firms analytical desk · verified 2026-03-20. Price tiersNot applicable to this informational page. Scope and pricing are communicated in response to a request.A put option grants the holder the right to sell shares at a fixed price. That right is only as strong as the counterparty's capacity to perform. Capacity depends on control: who directs the company, who can bind it, and whether the shares are free of encumbrances.
Three failure modes appear repeatedly in cross-border put option disputes. First, the director who signed the option had no authority to bind the company. Second, the shares were already pledged, making transfer impossible without a third-party release. Third, the beneficial owner behind the counterparty had changed between signing and exercise, and the new controller disputed the obligation.
Each failure mode has a corresponding source check. None of the checks requires legal advice to run. All of them require knowing which register to query, in which language, under which access condition.
What to confirm: The name of the current director or managing officer, the date of appointment, and the scope of signing authority — sole or joint.
Source: The commercial or companies register of the jurisdiction of incorporation. Most registers publish the current director entry as a matter of public record. The entry shows appointment date and, in many jurisdictions, the representation clause (sole signatory, joint signatory, limited authority).
Where the source stops: The register records the appointed director. It does not record whether that director is acting under instruction from a third party, whether a shareholders' resolution has restricted authority beyond the registered clause, or whether a power of attorney has been granted to another person.
Verification step: Request the current register extract and the articles of association or equivalent constitutional document. Compare the representation clause in the articles against the register entry. Any divergence between the two is a control signal.
What to confirm: The identity of registered shareholders, their percentage holdings, and whether multiple share classes exist with differentiated voting or economic rights.
Source: The shareholders register or equivalent filing (Gesellschafterliste in Germany, PSC register in the United Kingdom, CRBR in Poland, share register extract in common-law jurisdictions). Availability varies by jurisdiction: some registers are public and free of charge; others require a registered agent or a declaration of legitimate interest.
Where the source stops: The register shows registered legal ownership. It does not show nominee arrangements, trust structures, or contractual agreements that transfer economic interest while leaving legal title in place. A shareholder listed at 100% may hold on behalf of another party under a side agreement that is not filed anywhere.
Verification step: Cross-reference the shareholder register entry against any filed annual return or confirmation statement. Discrepancies in share counts or class descriptions between filings indicate amendments that were not consistently recorded.
What to confirm: The identity of the natural person who ultimately owns or controls the company — the beneficial owner — and the percentage of ownership or control they exercise.
Source: Where a UBO or beneficial ownership register exists and is accessible, it is the primary source. Access conditions differ materially by jurisdiction. Following the CJEU ruling in joined cases C-37/20 and C-601/20, EU member states are not required to provide unrestricted public access to UBO registers; access is subject to legitimate interest assessment in most EU jurisdictions. The UK PSC register and the Polish CRBR maintain broader access, but access conditions for both should be verified at the time of order.
Where the source stops: The beneficial ownership register records what was declared. It does not independently verify the declaration. Where the register is inaccessible to foreign applicants without a national identifier or electronic signature, the chain cannot be confirmed from the register alone. In those cases, the analysis establishes the chain to the point where the source stops and names that point explicitly.
Verification step: Where the UBO register is inaccessible, the shareholder register chain is traced upward through each intermediate holding company in each jurisdiction. Each link requires a separate register query.
What to confirm: Whether the shares subject to the put option are pledged, charged, or subject to any security interest that would prevent or condition transfer.
Source: Pledge registers, charges registers, or security interest registers — depending on jurisdiction. In the United Kingdom, charges are filed at Companies House. In Germany, share pledges (Verpfändung von GmbH-Anteilen) are notarised but not centrally registered; the notarial deed is the primary evidence. In common-law jurisdictions with a UCC-equivalent filing system, a search of the relevant filing office is the standard check.
Where the source stops: Not all jurisdictions maintain a centralised, searchable pledge register. Where no central register exists, the absence of a filed charge does not confirm the absence of a pledge. Contractual pledges not required to be registered are invisible to a register search.
Verification step: Identify whether the jurisdiction of incorporation maintains a mandatory pledge register. If it does, run the search. If it does not, note the gap explicitly in the pre-signing record.
What to confirm: Whether the company or its principal shareholders are subject to active insolvency proceedings, court-ordered restrictions, or enforcement actions that would affect the capacity to perform under the put option.
Source: Insolvency registers, commercial court registers, and enforcement databases — each jurisdiction-specific. A negative result in an insolvency register does not guarantee that no petition has been filed; processing delays between filing and registration are common. In Spain, personal data in the Registro Público Concursal is removed after statutory retention periods expire, meaning absence of a record does not prove absence of a prior proceeding.
Where the source stops: Court registers in many jurisdictions are not fully searchable by company name for foreign applicants. Enforcement actions at the level of individual creditors are rarely centralised. A register search establishes what is recorded; it does not establish what is pending or what was expunged.
Verification step: Run the insolvency register search and record the date. Note the jurisdiction's processing lag if published. Treat a negative result as a point-in-time snapshot, not a clean bill of health.
What to confirm: Whether the board or shareholders have passed the resolutions required to authorise entry into the put option agreement — and whether those resolutions are filed or available for inspection.
Source: Filed corporate resolutions, minutes of general meetings, or equivalent documents — where filing is mandatory. In jurisdictions where resolutions are not filed centrally, the company's own records are the primary source, and access depends on the counterparty's cooperation.
Where the source stops: Where resolutions are not filed with a public register, there is no independent verification path. The counterparty's representation that the resolution exists is not a substitute for the document.
Verification step: Request the resolution as a condition of signing. If the counterparty declines to produce it, that refusal is itself a control signal.
What to confirm: The current registered address, the jurisdiction of incorporation, and whether the company is in good standing (or equivalent status) in that jurisdiction.
Source: The commercial or companies register of the jurisdiction of incorporation. Good-standing certificates are issued by the register in most common-law jurisdictions; civil-law equivalents vary by country.
Where the source stops: A registered address is a filing address. It does not confirm operational presence. A company in good standing has met its filing obligations; it does not confirm solvency or operational capacity.
Verification step: Confirm that the registered address matches the address used in the option agreement. A mismatch between the two is a flag for service-of-process purposes.
Official registers record what was filed. They do not record what was agreed privately, what was structured to avoid disclosure, or what changed after the last filing date.
The checklist above identifies, for each item, the source that confirms it and the point at which that source stops. That stopping point is not a failure of the analysis — it is the result. Knowing where the chain breaks, and at which link, is the actionable output.
Four structural limits apply across jurisdictions:
A pre-signing verification establishes what the sources confirm and maps what they cannot reach. That map is the deliverable.
When the shareholder register and the UBO register show different ownership percentages, the discrepancy is itself a finding. It may reflect a filing lag, an amendment not yet processed, or a structural arrangement that produces different results in different registers.
When the articles of association and the register extract show different representation clauses, the more restrictive clause governs in most jurisdictions — but the discrepancy must be resolved before relying on either document.
When the registered address in the option agreement differs from the current registered address in the register, service of process under the agreement may be defective.
Each of these discrepancies is reported as a finding, not resolved by choosing one source over another.
Which items on this checklist require access to non-public sources? Beneficial ownership in most EU jurisdictions, filed resolutions where not publicly registered, and pledge records in jurisdictions without a central pledge register. For each of these, the analysis identifies the access condition and whether it can be met by a foreign applicant.
Does a negative insolvency search confirm the counterparty is solvent? No. A negative result confirms that no insolvency proceeding appears in the register as of the search date. Processing lags, cross-border proceedings not registered locally, and informal workout arrangements are all outside the register's scope.
What if the counterparty refuses to produce the board resolution authorising the option? That refusal is recorded as a finding. The analysis does not substitute a representation for a document. The absence of the document is noted explicitly in the pre-signing record.
Is this checklist jurisdiction-specific? The items are universal; the sources are jurisdiction-specific. Each item maps to a different register depending on the jurisdiction of incorporation. A multi-jurisdiction structure requires a separate source query for each link in the chain.
What is the difference between a register search and a legal opinion? A register search establishes what is recorded in an official source. A legal opinion qualifies what those facts mean for a specific legal position. This checklist covers the first; the second 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.