A management buyout transfers control from existing owners to the management team. Before that transfer, the buyer needs to know who actually holds control today — not who appears on a term sheet.
Control in a pre-MBO structure is rarely visible at the first layer. Nominee arrangements, shareholder agreements, and cascading holding companies each shift effective control away from the registered owner. The counterparty report maps that structure from official sources and states, at each step, what the source shows and where it stops.
What the report establishesRegistered ownership, directorship, and filed financial position of the target and its immediate holding layer. Sources: national company registries and insolvency registers · verified March 2026. What it does not establishBeneficial ownership beyond the registered layer where UBO registers are closed or restricted; terms of undisclosed shareholder agreements; off-register pledges over shares. Price tiersSignal €890 · Standard €1900 · Extended €4200. Scope defined before payment. DeliverySignal: 3 business days. Standard: 5 business days. Extended: 8 business days.Who controls the target — and what the register shows
The first question in any MBO is whether the seller has unencumbered authority to transfer. That question has two parts: who is registered as owner, and whether any instrument limits that owner's freedom to sell.
Company registries across the 35 jurisdictions covered answer the first part directly. They show the registered shareholder, the share class, and the nominal percentage. In jurisdictions that publish shareholder lists as filed documents — Germany's Gesellschafterliste, Poland's KRS extract, the UK's confirmation statement — those lists carry a date and a filing signature. The date matters: a list filed eighteen months before the MBO may not reflect a transfer that occurred last quarter.
The second part — encumbrances — is answered only partially by official sources. A pledge registered in a commercial pledge register is visible. A pledge governed by a private agreement and not registered is not. The report states which pledge registers exist in the target jurisdiction, whether a search was conducted, and what the result was. It does not certify the absence of unregistered instruments.
Directorship records are a secondary control signal. Where a director holds a power of attorney broad enough to bind the company without board approval, that director exercises operational control independent of the shareholder register. The report extracts current directors, their appointment dates, and any filed limitations on their authority.
The holding structure above the target
Most MBO targets sit inside a holding chain. The report traces that chain upward through each registered layer until one of three conditions is met: a natural person appears as registered owner; the chain reaches a jurisdiction where the registry does not disclose ownership; or the chain reaches a publicly listed entity whose ownership is governed by securities disclosure rules rather than company registry filings.
At each layer, the same data points are extracted: registered owner, share percentage, date of last update, and the registry from which the record was drawn. Where a layer sits in a jurisdiction with a restricted UBO register — the default position across EU member states following CJEU case law — the report names the restriction and identifies the last visible layer.
This is not a gap in the report. It is a finding. A chain that terminates at an opaque holding layer in a low-disclosure jurisdiction is itself a material fact for an MBO buyer.
Filed financial statements and what they indicate
Registered ownership tells the buyer who holds the shares. Filed financial statements tell the buyer what the company reported to the registry about its financial position.
The report extracts the most recent filed accounts available in the target jurisdiction's registry. In jurisdictions where filing is annual and the registry makes documents publicly accessible, the report covers the last two filed periods. Where filings are delayed — many jurisdictions permit a filing window of six to twelve months after the financial year end — the report notes the gap between the period covered and the extraction date.
Filed accounts are not audited accounts unless the filing itself is an audit report. The distinction is stated explicitly in the report. A company that files abbreviated accounts, a micro-entity report, or a balance-sheet-only statement provides less information than one that files full statutory accounts with notes. The report identifies which format was filed.
Insolvency status is checked separately. The report searches the insolvency register of the target jurisdiction for any record against the target entity and its immediate parent. A negative result means no record was found at the time of extraction. It does not mean no proceeding has been initiated: filing-to-registration delays exist in every jurisdiction covered.
Shareholder agreements and what official sources cannot reach
An MBO is frequently structured around a shareholders' agreement that predates the transaction. That agreement may contain drag-along rights, pre-emption rights, consent requirements, or change-of-control provisions that directly affect whether the management team can complete the buyout on the terms proposed.
Official registries do not hold shareholders' agreements in most jurisdictions. The UK is a partial exception: certain provisions must be reflected in the articles of association filed at Companies House, but the agreement itself is private. Germany requires that certain transfer restrictions be reflected in the Gesellschaftsvertrag filed at the Handelsregister, but the requirement has limits and enforcement gaps.
The report identifies what the filed constitutional documents say about transfer restrictions and consent requirements. It does not obtain or review private shareholders' agreements. Where filed documents reference an agreement without reproducing its terms, the report records that reference and flags it as a point requiring direct disclosure from the seller.
The limit of what the sources allow
The sources used in this report are official registries, insolvency databases, and filed corporate documents. Each has a defined scope and a defined limit.
Registered ownership reflects what was filed, not what was agreed privately. A transfer of economic interest that has not been registered — whether by design or by delay — does not appear in the registry.
UBO registers across EU jurisdictions are not publicly accessible as a default position following CJEU C-37/20. Access requires a demonstrated legitimate interest, assessed by the registry. The report does not guarantee access to UBO data in any EU jurisdiction. Where access is obtained, the finding is recorded. Where it is refused, the refusal is recorded.
Insolvency registers record proceedings that have been filed and processed. A proceeding filed but not yet registered, or a proceeding in a jurisdiction whose register was not searched, does not appear. The report states which registers were searched and on which date.
Shareholder agreements and side letters are outside the scope of official registries in all 35 jurisdictions covered. Their existence, terms, and effect on the MBO cannot be established from public sources.
Off-register pledges and security interests are not visible where registration is not mandatory. The report searches mandatory pledge registers where they exist. It cannot detect instruments that were not required to be registered.
The ceiling of what the sources allow is stated before payment. No finding in this report certifies the absence of instruments or arrangements that official sources do not capture.