Counterparty report before a secondary share sale

A secondary share sale transfers an existing stake from one holder to another. The price is set. The documentation is drafted. What remains open is the question of control: who actually holds the shares being sold, who controls the entity above them, and what the incoming shareholder can enforce once the transfer is registered.

That question is answered from official sources — company registers, insolvency databases, filed financial statements, and beneficial ownership records where access exists. The ceiling of what those sources allow is stated before payment, not after.

What the report establishesThe registered ownership chain of the selling entity, the identity of directors and authorised signatories, and the filing status of financial statements. Sources: company registers and insolvency databases across the relevant jurisdictions · verified March 2026. Control angleThe report maps who controls the entity at each layer of the chain — not only who appears on the share register, but where the chain terminates and at what point the official record stops. What the sources do not showBeneficial ownership at the ultimate natural-person level is not disclosed by most registers. Where a UBO register exists, access conditions and disclosure thresholds vary by jurisdiction and are stated in the report before delivery. Price tiersSignal €890 · Standard €1900 · Extended €4200. Fixed price, stated before the report begins.

In a primary issuance, the company itself is the counterparty. In a secondary sale, the counterparty is the existing shareholder — an individual, a holding vehicle, or a chain of entities. The buyer acquires whatever that counterparty actually holds and whatever rights attach to those shares under the governing documents.

Three conditions determine whether the transaction is sound. First, the seller must hold the shares it purports to sell. Second, no encumbrance — pledge, lien, or court order — must restrict the transfer. Third, the entity through which the seller acts must have the authority to execute the transfer without additional approvals.

Each condition is verifiable from official sources to a defined degree. The degree differs by jurisdiction, by entity type, and by the layer of the ownership chain under examination. The report states that degree explicitly for each condition and each jurisdiction covered.

The report is structured in three layers, applied consistently across all jurisdictions in scope.

Layer 1 — The registered ownership record. The company register in each jurisdiction shows the current shareholder of record, the share class, the nominal value, and any restrictions noted at registration. Where the register is updated in real time, the extract reflects the position at the date of retrieval. Where the register operates on a filing lag, the report states the lag and the date of the last filed document.

Layer 2 — The control chain above the registered holder. Where the registered shareholder is itself a legal entity, the report traces the chain upward through each intermediate holding company. The chain is traced until it reaches either a natural person, a publicly listed company, or a point at which the official record does not continue. That termination point is identified and explained.

Layer 3 — Encumbrances and restrictions on transfer. Pledges over shares, court-ordered freezes, and insolvency proceedings affecting the seller are checked in the relevant registers. A negative result in those registers is reported as such, with the caveat that registration lag and jurisdictional coverage limits apply.

The report draws exclusively from official registers and public databases. No source outside that category is used.

Company registers. Most jurisdictions maintain a company register that shows the current directors, registered shareholders, and filed constitutional documents. Access conditions range from fully open and free of charge to restricted to registered users with a declared legitimate interest. Where registration or a national identifier is required, the report covers that access cost within the fixed price.

Insolvency and enforcement registers. Insolvency proceedings, court-ordered asset freezes, and enforcement actions are recorded in separate databases in most jurisdictions. Coverage is not universal: some registers record only proceedings above a monetary threshold; others delete records after a defined period. The report states the coverage rules of each register consulted.

Beneficial ownership registers. Following the Court of Justice of the European Union ruling in joined cases C-37/20 and C-601/20, public access to UBO registers across EU member states is no longer available as a default. Access is available to persons who can demonstrate a legitimate interest, subject to conditions set by each member state. Outside the EU, access conditions vary widely. The report states, for each jurisdiction, whether a UBO register exists, what the access condition is, and what the register discloses when access is granted.

Filed financial statements. Where the selling entity is required to file annual accounts, those accounts are retrieved and reviewed for the most recent filed period. The filing date, the period covered, and any qualification in the auditor's report are noted.

Official registers show what has been filed. They do not show what has not been disclosed, what was filed incorrectly, or what changed after the last filing date.

Specific limits that apply across the jurisdictions covered by this report:

The registered shareholder is the shareholder of record. Beneficial ownership at the natural-person level is not disclosed by most company registers. Where a UBO register exists and access is granted, the threshold for disclosure — typically a percentage of ownership or voting rights — means that interests below that threshold do not appear.

Encumbrance registers record pledges and freezes that have been formally registered. An unregistered pledge, a contractual restriction in a shareholders' agreement, or a court order issued but not yet entered in the register will not appear. The report states the registration lag for each register consulted.

Insolvency registers record proceedings that have been opened and entered. A petition filed but not yet processed, or a proceeding in a jurisdiction whose register is not publicly accessible, will not appear. A negative result is a negative result as of the retrieval date, not a guarantee of absence.

Where the ownership chain passes through a jurisdiction that does not maintain a public company register — or where the register is accessible only to residents or licensed professionals — the chain terminates at that point. The report identifies the termination point and states the reason.

The ceiling of what the sources allow is stated before payment. If the sources cannot answer a specific question for a specific jurisdiction, that is stated in the scope confirmation, not discovered after delivery.