Counterparty report before an investor due diligence round

A counterparty report assembled before an investor due diligence round answers one question first: who actually controls the entity, and on what legal basis. Ownership on paper and operational control frequently diverge. The report maps both layers from official sources and states, before any payment, where the chain ends and why.

Control is the angle that matters most at this stage. An investor examining the counterparty needs to know whether the person signing the term sheet holds the authority the register shows — or whether that authority sits elsewhere in the structure.

What the report establishesRegistered controllers, directors, and shareholders by name and share; the legal basis of their authority. Sources: national commercial registers, official gazette filings, and filed financial statements — verified March 2026. Condition of accessAccess to official registers varies by jurisdiction: some are open without registration; others require a national identifier, a declaration of legitimate interest, or a qualified electronic signature. What the report does not establishBeneficial ownership beyond the registered layer is not disclosed in most jurisdictions following CJEU C-37/20. The report states the level at which the chain stops and the reason. Price tiersSignal €890 · Standard €1900 · Extended €4200. Scope defined before engagement.

An investor due diligence round typically begins with a data room. The counterparty report precedes that stage. Its function is to verify, from sources outside the counterparty's own disclosure, what the official record shows about control and shareholder rights.

The report draws on three source layers:

Commercial register layer. Directors, registered shareholders, share capital, filing history, and any registered charges or encumbrances. The register is the primary source. Where the register is free and public, the report states that fact and explains what the paid engagement covers: the removed path — language, identifier, electronic signature, and declaration of legitimate interest.

Insolvency and enforcement layer. Pending or concluded insolvency proceedings, enforcement notices, and court-registered charges. A negative result in an insolvency register does not guarantee the absence of a filed application; the report states this explicitly.

Filed financial statements layer. Where statutory accounts are filed with the register, the report extracts the most recent available period. Where accounts are not publicly filed, the report records that gap.

Each layer is sourced independently. Where the layers disagree — for example, where the register shows one shareholder and the filed accounts show a different ownership structure — that disagreement is reported as a finding, not resolved by inference.

The registered controller is the person or entity whose name appears in the official record as holding authority over the company. That record is verifiable. What it does not show is whether a separate agreement — a shareholders' agreement, a pledge over shares, or a power of attorney — has transferred effective control to another party.

The report establishes:

• The registered director or managing body, with the scope of authority as filed
• The registered shareholders, with percentage holdings as of the most recent filing
• Any registered pledges, charges, or restrictions on share transfer
• The date of the most recent update to each of these entries

Where a jurisdiction maintains a UBO register with public access, the report notes that register and its access conditions. Following the CJEU judgment in C-37/20, most EU member states have restricted public access to beneficial ownership registers. The report identifies the level at which the ownership chain becomes unverifiable from public sources and states the reason.

This is not a gap in the report. It is a finding. The ceiling of what the sources allow is stated before payment.

Shareholder rights are defined by the articles of association, the shareholders' agreement, and the applicable corporate statute. The articles are typically a filed document and are extracted as part of the report. The shareholders' agreement is almost never a public document.

The report extracts from the official record:

• The class structure of shares, if filed
• Quorum and voting thresholds, if stated in the articles
• Any registered restrictions on transfer or pre-emption rights
• The date of the most recently filed version of the articles

Where the articles have been amended and only the original version is on file, the report records that discrepancy. Where no articles are on file, the report records the absence.

What the report does not do: it does not interpret whether the rights shown in the articles are enforceable in the specific circumstances of the transaction. That question belongs to legal advice, not to a factual compilation from official sources.