A nominee director accepts personal liability for a company whose actual controller sits behind a shareholder agreement, a power of attorney, or a trust declaration. The question of control — who issues instructions, who can remove the director, and what the shareholder can enforce — is not answered by the company register alone. A counterparty report maps the documentary chain before the appointment is made.
Control is the operative concept here. The report does not assess whether the arrangement is advisable. It establishes, from official sources and filed documents, who holds the shares, who holds the voting rights, whether those two coincide, and where the chain of authority terminates or becomes opaque.
What the report establishesRegistered shareholders, directors of record, filed constitutional documents, and any disclosed beneficial ownership — sourced from the relevant company registry and, where available, a UBO register. Verified against filed documents as of March 2026. What it does not establishUndisclosed nominee arrangements, unregistered share transfers, and the content of private shareholder agreements not filed with any authority. Condition of accessRegistry access conditions vary by jurisdiction: some require a national identifier or a declaration of legitimate interest; others are open without registration. The applicable condition is stated in the report before delivery. Price rangeSignal €890 · Standard €1,900 · Extended €4,200. Fixed per tier; no variable fees.What a counterparty report covers before a nominee appointment
The report is structured around three documentary layers. Each layer has a defined ceiling — the point at which the source stops returning information.
Layer 1 — The registry layer. The company register shows the current directors of record, the registered shareholders, the share classes, and the constitutional documents filed at incorporation or on amendment. In most jurisdictions this layer is accessible to any requester, though the mechanism differs: some registers require a national business identifier, some require a registered account, and some require a declaration of legitimate interest. The report states which condition applies and how it was satisfied.
Layer 2 — The beneficial ownership layer. Where a UBO register exists and is accessible, the report extracts the disclosed beneficial owner, the percentage of ownership or control attributed to that person, and the date of the last update. Following the CJEU judgment in Case C-37/20, public access to UBO registers across EU member states is no longer automatic. Access now depends on demonstrated legitimate interest, and the threshold for that interest is set by each member state's implementing authority. The report states whether access was granted, refused, or conditioned, and what was returned in each case.
Layer 3 — The contractual layer. Shareholder agreements, nominee agreements, and powers of attorney are not filed with any public authority in most jurisdictions. Their existence may be referenced in filed documents — for example, in a pledge agreement registered against the shares, or in a board resolution that references an external instruction. Where such references appear, the report flags them. The content of the underlying private document is not recoverable from public sources.
Control: what the sources show and where they stop
The concept of control, for the purpose of this report, means the capacity to direct the company's decisions and to remove or replace the director. Control can be formal — held by the registered majority shareholder — or structural, held through voting agreements, drag-along provisions, or irrevocable proxies that do not appear in the register.
The registry layer shows formal control. It shows who holds the shares on the date of the extract. It does not show whether those shares are held subject to a nominee declaration in favour of a third party. It does not show whether the voting rights attached to those shares have been transferred by private agreement.
The UBO layer, where accessible, shows disclosed structural control. It shows the person whom the company itself has declared as the ultimate beneficial owner. It does not verify that declaration against independent evidence. A discrepancy between the registered shareholder and the disclosed UBO is itself a finding — it indicates that the company has acknowledged a separation between legal and beneficial ownership.
The contractual layer is the gap. A nominee director operating under a private nominee agreement is bound by instructions that no public source records. The report identifies the gap and states its dimensions. It does not fill it.
Order of steps in producing the report
- Jurisdiction identification. The company's registered jurisdiction determines which sources are available, which access conditions apply, and what the registry returns. For groups with entities in multiple jurisdictions, each entity is treated separately.
- Registry extraction. Current directors, shareholders, share capital, and constitutional documents are extracted from the company register. The extraction date is recorded on every document.
- UBO register query. Where a UBO register exists, a query is submitted under the applicable access condition. The result — positive, negative, or access-refused — is recorded with the date of the query.
- Insolvency and enforcement check. The relevant insolvency register is queried for the company and, where the register permits, for the named directors and shareholders. A negative result is recorded with the caveat that insolvency registers in several jurisdictions remove entries after statutory periods expire, and that a filed petition may not yet appear.
- Cross-reference. The shareholders named in the registry extract are cross-referenced against the UBO declaration. Discrepancies are flagged. Filed documents — articles, shareholder resolutions, pledge registrations — are reviewed for references to external agreements.
- Limit statement. The report closes with an explicit statement of what the sources did not return and why: access refused, document not filed, register not queryable from outside the jurisdiction, or information simply not held by any public authority.
What the sources show across common nominee structures
The limit of what the sources allow
The ceiling of what the sources allow is stated before payment. This is not a standard disclaimer. It is a structural feature of the report.
A company register records what has been filed. It does not record what has been agreed privately. In jurisdictions where nominee arrangements are common — and they are common across common-law offshore centres, civil-law holding jurisdictions, and several EU member states — the register will show a clean shareholder of record with no indication that the shares are held for another person's account.
A UBO register, where accessible, shows what the company has declared. The declaration is made by the company itself, not verified by the registrar against independent evidence at the time of filing. A false or outdated declaration is a compliance failure by the company; it does not make the register entry accurate.
The insolvency register shows proceedings that have been opened and not yet closed or removed. A petition filed yesterday may not appear. A proceeding closed five years ago may have been removed under the applicable retention period. The report states the retention period for each jurisdiction queried.
Court records, where accessible, show judgments and enforcement orders that have been published. In many jurisdictions, commercial court records are not publicly accessible to foreign requesters without a demonstrated connection to the proceedings. The report states which courts were queried, under what access condition, and what was returned.
The contractual layer — nominee agreements, shareholder agreements, powers of attorney — is not recoverable from public sources in any jurisdiction. The report identifies references to such documents where they appear in filed materials. It does not obtain or summarise the documents themselves.
Where the sources disagree
A discrepancy between the registered shareholder and the UBO declaration is the most common form of source disagreement. It indicates that the company has acknowledged, in its UBO filing, that the legal and beneficial owner are different persons. The report records both entries and the gap between them.
A discrepancy between the current director of record and a resolution filed at an earlier date — for example, a resolution appointing a different person — may indicate a filing delay or an unfiled removal. The report flags the discrepancy and records the dates of both documents.
A discrepancy between the share capital shown in the constitutional documents and the share capital shown in the current register extract may indicate an unfiled amendment. The report records both figures and the dates of the respective documents.
In each case, the discrepancy is a finding, not an error in the report. The report does not resolve discrepancies. It records them with their sources and dates.
Scope and fixed price
FAQ
What does the report establish that the company register does not? The company register shows the current state of filed information. The report cross-references that information against the UBO register, the insolvency register, filed charges and pledges, and any court records accessible in the jurisdiction. It also states explicitly what those sources do not show — which is the part the register omits entirely.
Does the report cover groups with entities in multiple jurisdictions? The Signal and Standard tiers cover a single entity. The Extended tier covers up to five entities across different jurisdictions. Each entity is treated under the rules of its own registered jurisdiction, with the applicable access conditions stated separately.
What happens if the UBO register refuses access? The refusal is recorded as a finding. The report states the basis on which access was refused, the authority that refused it, and the date of the query. A refusal is not a gap in the report; it is information about the structure of access in that jurisdiction.
How current is the information? Each source is extracted on the date shown in the report. Registry entries reflect the state of the register on that date, not the underlying corporate reality, which may have changed without a corresponding filing. The report states the extraction date for every source.
What is not included at any tier? No tier includes legal advice on the findings, verification of UBO declarations against independent evidence, or the content of private agreements. The Extended tier includes the widest source coverage available from public authorities; it does not extend beyond what those authorities hold.
Can the report be used as evidence in proceedings? The report is a factual compilation from official sources. Whether it is admissible in any particular proceeding, and in what capacity, is a question of procedural law in the relevant jurisdiction. That question falls outside the scope of the report.
Sources
Registry sources vary by jurisdiction. Where a specific jurisdiction is identified in the order, the applicable official company register, UBO register, insolvency register, and charges register for that jurisdiction are queried directly. Official register URLs are provided in the delivered report alongside each extracted document. No third-party data aggregators are used as primary sources.
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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.