An investor due diligence round surfaces problems that were present before it started. The question is whether those problems are discovered by the investor's counsel — or by the company's own preparation. Control questions come first: who holds the shares, who holds the votes, and whether those two answers match.
The checklist below organises what to confirm, which source confirms it, and where the source stops. The ceiling of what the sources allow is stated before payment.
What this checklist coversOwnership structure, voting control, director authority, and shareholder rights — confirmed against official registers before an investor due diligence round. No exact tariff figures are stated: registry access costs vary by jurisdiction and are described by mechanism, not by amount. AngleControl: who actually controls the company and what the shareholder can enforce. Price tiersNot applicable to this page. This is an informational checklist. Report pricing is communicated in response to a request. Data limitThe ceiling of what the sources allow is stated before payment. Source: stated per item below · verified 2026-10-15.Valuation depends on who controls the asset. A shareholder with 49% of the equity and no veto right holds a different instrument than one with 49% and a shareholders' agreement that blocks dilution. Both positions look identical in a capitalisation table. They are not identical in a register.
Investors' counsel will ask these questions. The company that answers them with documents — not assertions — compresses the diligence timeline and removes the most common reason for price renegotiation after heads of terms.
The items below are grouped by the layer of the corporate structure they address. Each item names the source that confirms it and the point at which that source stops.
Item 1.1 — Current shareholder register
Confirm: the names of all registered shareholders, their percentage holdings, and the class of shares held.
Source: the company's own statutory register of members or shareholders, supplemented by the relevant commercial or companies registry in the jurisdiction of incorporation. The registry shows what has been filed; it does not show what has been agreed privately.
Limit: a filed shareholder list reflects the position at the date of last filing. In jurisdictions where updates are filed periodically rather than in real time, the filed list may lag the actual position. The gap between filing date and current date is itself a fact to establish.
Item 1.2 — Share transfer history
Confirm: whether any shares have been transferred in the 24 months preceding the round, and whether those transfers were registered.
Source: transfer instruments filed with the registry, or the company's own transfer ledger where registry filing is not required. In some jurisdictions, share transfers take effect on registration; in others, on execution of the instrument. The applicable rule is jurisdiction-specific.
Limit: unregistered transfers that are legally effective in the jurisdiction will not appear in the registry. The registry confirms what was filed, not what was agreed.
Item 1.3 — Pledges and encumbrances on shares
Confirm: whether any shares are pledged, charged, or subject to a security interest.
Source: a security register or charges register where one exists (for example, Companies House in England and Wales maintains a register of charges over company assets). Not all jurisdictions maintain a public register of share pledges. Where no public register exists, the source is the company's own disclosure.
Limit: in jurisdictions without a mandatory public register of share pledges, the absence of a filing does not confirm the absence of an encumbrance. This is a known gap in the source layer.
Item 2.1 — Voting rights attached to each share class
Confirm: whether all shares carry equal voting rights, or whether any class carries enhanced, reduced, or no voting rights.
Source: the articles of association or equivalent constitutional document, filed with the relevant registry. The document is the source; the registry is the access point.
Limit: articles filed at the registry may not be the current version if amendments have been passed but not yet filed. Confirm the filing date of the version retrieved.
Item 2.2 — Shareholders' agreement
Confirm: whether a shareholders' agreement exists, and if so, whether it contains drag-along, tag-along, pre-emption, anti-dilution, or veto provisions.
Source: the shareholders' agreement itself. This document is not filed in any public registry in the majority of jurisdictions. It exists only in the hands of the parties.
Limit: this item cannot be confirmed from a public source. It requires disclosure by the company. The absence of a disclosed agreement is not confirmation that no agreement exists.
Item 2.3 — Voting proxies and irrevocable authorities
Confirm: whether any shareholder has granted a proxy or irrevocable voting authority to a third party.
Source: proxies filed with the company or the registry where filing is required. Irrevocable authorities are typically private documents.
Limit: a proxy that has not been filed and is not required to be filed will not appear in any public source.
Item 3.1 — Current directors and their appointment dates
Confirm: the names of all current directors, their dates of appointment, and whether any director has resigned since the last filing.
Source: the commercial or companies registry in the jurisdiction of incorporation. Most registries require director changes to be filed within a defined period. The filed list reflects the position at the date of last filing.
Limit: a director who has resigned but whose resignation has not yet been filed will appear as current in the registry. Confirm the filing date of the version retrieved and ask the company to confirm no unregistered changes have occurred.
Item 3.2 — Scope of director authority
Confirm: whether any director's authority to bind the company is limited — for example, by a monetary threshold, a category of transaction, or a requirement for board approval.
Source: the articles of association and any board resolutions on file. In some jurisdictions, limitations on director authority that are not registered are not enforceable against third parties acting in good faith. The applicable rule is jurisdiction-specific.
Limit: internal limitations not reflected in the constitutional documents or the registry may not be discoverable from public sources.
Item 3.3 — Authorised signatories
Confirm: who is authorised to sign on behalf of the company, and whether that authority is joint or sole.
Source: the registry (where signatory authority is registered, as in German-speaking jurisdictions under Prokura rules) or the articles of association. In common-law jurisdictions, signatory authority is typically established by board resolution rather than registry filing.
Limit: a board resolution authorising a signatory is a private document. It is not visible in the registry unless the jurisdiction requires it to be filed.
Item 4.1 — Ultimate beneficial owner
Confirm: the natural person or persons who ultimately own or control the company, above the applicable threshold in the jurisdiction of incorporation.
Source: a beneficial ownership or UBO register where one exists and is accessible. Following the Court of Justice of the European Union judgment in joined cases C-37/20 and C-601/20, EU member state UBO registers are not open to the general public by default. Access conditions vary by member state and are subject to change.
In the United Kingdom, the Persons with Significant Control register at Companies House is publicly accessible. In Poland, the Central Register of Beneficial Owners (CRBR) is publicly accessible. Access conditions for both should be verified against current registry guidance before reliance.
Limit: a UBO register shows what has been declared. It does not independently verify the declaration. Where the register is not publicly accessible, the source is the company's own disclosure.
Item 4.2 — Intermediate holding entities
Confirm: the ownership structure at each intermediate layer between the ultimate beneficial owner and the operating company.
Source: the commercial registry in each jurisdiction where an intermediate entity is incorporated. Each registry is a separate source with its own access conditions, language, and filing requirements.
Limit: in jurisdictions where intermediate entities are not required to disclose their own shareholders publicly — for example, Delaware LLCs — the chain cannot be confirmed from public sources at that layer. The point at which the chain becomes opaque is itself a result.
Item 5.1 — Charges and security interests over company assets
Confirm: whether any charge, mortgage, or security interest has been registered over the company's assets.
Source: the charges register maintained by the relevant registry where one exists. In England and Wales, Companies House maintains a register of charges. In other jurisdictions, security interests may be registered in a separate asset register (for example, a land registry or a movable property register) rather than the company registry.
Limit: security interests that are not required to be registered, or that have been created but not yet filed, will not appear in any public source.
Item 5.2 — Insolvency and restructuring proceedings
Confirm: whether the company, or any of its directors or shareholders, is subject to insolvency, bankruptcy, or restructuring proceedings.
Source: the insolvency register or equivalent in the jurisdiction of incorporation, and in any jurisdiction where the company has significant operations. A negative result in an insolvency register does not guarantee the absence of a filed application: there is a gap between filing and registration in most systems.
Limit: cross-border insolvency proceedings may be registered in one jurisdiction but not yet reflected in another. A search in a single jurisdiction is not a global confirmation.
Item 6.1 — Pre-emption rights on new share issuance
Confirm: whether existing shareholders hold pre-emption rights on the issuance of new shares, and whether those rights have been waived or modified.
Source: the articles of association and any shareholder resolutions on file. Pre-emption rights may be statutory (arising from company law in the jurisdiction) or contractual (arising from a shareholders' agreement). Statutory rights are confirmed by the applicable law; contractual rights are confirmed by the agreement.
Limit: a waiver of pre-emption rights that has not been filed will not appear in the registry.
Item 6.2 — Anti-dilution provisions
Confirm: whether any shareholder holds anti-dilution rights, and of what type (full ratchet, weighted average, or other).
Source: the shareholders' agreement or investment agreement. These provisions are not filed in any public registry.
Limit: this item cannot be confirmed from a public source. It requires disclosure.
Item 6.3 — Drag-along and tag-along rights
Confirm: whether drag-along or tag-along rights exist, who holds them, and at what threshold they are triggered.
Source: the shareholders' agreement. Not filed publicly.
Limit: as above — requires disclosure.
Public registries confirm what has been filed. They do not confirm what has been agreed privately, what has occurred but not yet been filed, or what exists in a jurisdiction where the relevant register is not publicly accessible.
The items in this checklist divide into three categories by source type:
The first category is confirmable from public registries: registered shareholders, current directors, filed constitutional documents, registered charges, and insolvency filings. These items can be established without company cooperation, subject to the filing lag in each jurisdiction.
The second category requires company disclosure: shareholders' agreements, anti-dilution provisions, drag-along and tag-along rights, irrevocable voting authorities, and board resolutions on signatory authority. No public source contains these documents. Their absence from a disclosure package is itself a fact.
The third category is structurally opaque: beneficial ownership in jurisdictions without a public UBO register, intermediate holding entities in jurisdictions that do not require shareholder disclosure, and share pledges in jurisdictions without a public security register. The point at which the chain becomes opaque is named, not concealed.
An investor due diligence round will reach all three categories. The question is whether the company has already worked through them.
A filed shareholder list and a shareholders' agreement can describe the same company in incompatible terms. The register shows equal ordinary shares. The agreement shows that one shareholder's consent is required for any new issuance, any change of control, and any disposal of material assets. Both documents are accurate. The control position they describe is not the same.
When the constitutional documents, the register, and the private agreements are not read together, the control picture is incomplete. The discrepancy between them is not an error — it is the result.
What is the difference between registered ownership and beneficial ownership?
Registered ownership is the name that appears in the company's shareholder register or the commercial registry. Beneficial ownership is the natural person who ultimately owns or controls the shares, which may be different if shares are held through nominees or intermediate entities. Both need to be established. They are confirmed from different sources.
Can a shareholders' agreement override the articles of association?
In most jurisdictions, the articles of association govern the relationship between the company and its shareholders, while a shareholders' agreement governs the relationship between shareholders inter se. The interaction between the two documents is jurisdiction-specific and depends on the terms of each. This checklist identifies both as sources; it does not qualify their interaction.
What does a negative insolvency search confirm?
A negative result in an insolvency register confirms that no proceeding has been registered at the date of search. It does not confirm that no application has been filed: there is a gap between filing and registration in most systems. It does not confirm the position in other jurisdictions.
Why does the chain of ownership sometimes stop at an intermediate entity?
In some jurisdictions — Delaware is a frequently cited example — the law does not require an LLC to disclose its members in any public register. The chain stops at that entity not because the information does not exist, but because the applicable law does not require it to be filed. The point at which the chain stops is a fact, not a gap in the search.
What should be prepared before an investor due diligence round?
The items in this checklist, organised by layer: registered ownership documents, constitutional documents, the shareholders' agreement and any amendments, board resolutions on director authority and signatory authority, a register of charges, and a confirmation of the beneficial ownership structure with supporting documents. The investor's counsel will ask for all of them. Having them organised before the round starts is the preparation.
Sources
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 Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: Katharina Berg — Partner, Central Europe, VLO Law Firm