Appointing an independent director into a company whose control structure is opaque creates a governance risk that no director's contract can cure. The question of control — who actually holds it, how it is exercised, and what a shareholder can enforce against it — must be answered from official sources before the appointment is made, not after the first board conflict.
This page describes what a counterparty report covers in that context, which sources are used, what they cannot show, and what each tier of the report includes.
Control, for the purposes of a pre-appointment report, is not a legal conclusion. It is a factual description of the registered structure: who holds voting rights, who is named as a director with authority to bind the company, and whether any filed shareholders' agreement or constitutional amendment limits or concentrates that authority.
Three layers are examined in sequence.
Registered ownership. The corporate registry of the relevant jurisdiction shows the shareholder of record, the size of each holding, and the date of the last transfer. Where a jurisdiction maintains a separate beneficial ownership register, that register is queried independently. Access conditions and disclosure depth differ materially across jurisdictions.
Director authority. Filed articles of association, memoranda, or equivalent constitutional documents define the scope of a director's authority: whether it is general or limited, whether it requires co-signature, and whether any reserved matters require shareholder approval. These documents are the baseline against which an independent director's mandate is assessed.
Enforcement rights. Shareholder agreements filed with the registry, or disclosed in annual filings, define what a minority shareholder can compel. Where no such agreement is on file, enforcement rights revert to the statutory default of the jurisdiction.
Each layer is sourced separately. A discrepancy between layers — for example, a shareholder of record who differs from the person named in a filed agreement — is itself a finding.
The report draws exclusively from official registries and public filings. No source outside that category is used.
Where a registry requires a national identifier, a qualified electronic signature, or a formal declaration of legitimate interest, the report includes the cost and time of satisfying that condition. That cost is stated before payment is confirmed.
Where a registry does not return data for a foreign applicant under any condition, the report records the ceiling and does not substitute an estimate.
Official registries show what has been filed. They do not show what has not been filed, what has been filed incorrectly, or what has been structured to avoid disclosure.
The following are outside the ceiling of any registry-based review:
Nominee arrangements. Where a shareholder of record acts as nominee for an undisclosed principal, the registry shows the nominee. The principal does not appear unless a jurisdiction requires disclosure of the arrangement itself — and most do not.
Informal control. A person who directs the company through a registered director without holding any formal position does not appear in any filing. The review can identify structural indicators — for example, a sole director who is also the sole shareholder of the registered corporate shareholder — but cannot confirm informal control from documents alone.
Post-filing changes. A share transfer executed but not yet registered, a director resignation submitted but not yet processed, or a shareholders' agreement signed but not filed: none of these appear in the registry at the time of the search. The report states the date of extraction. Events after that date are not covered.
Jurisdictions with no public registry. Several jurisdictions maintain no publicly searchable corporate register, or maintain one that does not return ownership data for foreign applicants. The report identifies these jurisdictions and states what alternative sources, if any, are available.
The ceiling of what the sources allow is stated in writing before payment is confirmed. The report does not proceed past that statement without acknowledgement.