A put option commits the holder to a price and a counterparty. The counterparty's ownership structure determines whether the option is exercisable, against whom, and at what cost. Confirming control before signing is not a formality — it is the condition on which the option's value rests.
The checklist below identifies what to confirm, which source confirms it, and where the source stops. Each item maps to a verifiable register or filed document. Items without a confirmable source are marked accordingly.
What this checklist coversOwnership structure, control chain, director authority, and encumbrances on shares — confirmed from official registers and filed documents before a put option is signed. AngleControl: who actually controls the company and what the shareholder can enforce against that party. Price tiersNot applicable — this is an informational page. Report scope and pricing are communicated in response to a request. Registry factsNo tariff or fee data is available for this row. Mechanisms are described without figures. --- ## Why control matters before a put option A put option grants the right to sell a stake at a defined price. That right is only enforceable against the party who actually controls the company — or who has the authority to bind it. Three structural facts determine whether the option holds: 1. Whether the counterparty has the legal capacity to enter the option agreement. 2. Whether the shares subject to the option are free of encumbrances. 3. Whether the control chain between the signatory and the company is unbroken. None of these facts is self-evident from a signed term sheet. Each requires a source. --- ## The checklist ### 1. Confirm the legal existence and standing of the counterparty **What to confirm:** The counterparty is a registered legal entity, is in good standing, and has not been struck off, dissolved, or placed in insolvency proceedings. **Source:** The commercial register of the jurisdiction of incorporation. Most jurisdictions maintain a publicly searchable register. The register shows current status, date of incorporation, and registered address. **What the source does not show:** Whether a dissolution or insolvency application has been filed but not yet processed. Register entries reflect decisions already recorded, not pending filings. A separate check against the insolvency register of the same jurisdiction is required. **Confirmed by:** Commercial register of the jurisdiction of incorporation · extracted within 30 days of signing. --- ### 2. Confirm the identity and authority of the signatory **What to confirm:** The individual signing the option agreement is authorised to bind the counterparty. Authority derives from the articles of association, a board resolution, or a power of attorney — not from a business card or email signature. **Source:** Filed articles of association and, where available, the register of directors. Many jurisdictions require that the scope of director authority be filed with the commercial register. Where a power of attorney is used, the original document must be produced and its scope verified. **What the source does not show:** Whether the authority has been revoked by an internal board resolution not yet filed. Filed documents reflect what has been submitted, not what was resolved yesterday. **Confirmed by:** Filed articles of association and director register · extracted within 30 days of signing. --- ### 3. Confirm the ownership structure of the counterparty **What to confirm:** Who owns the counterparty — by name, by percentage, and by class of share. This establishes whether the counterparty has the shareholder authority to enter the option without further approvals. **Source:** The shareholder register or equivalent filed document. In many civil law jurisdictions, the list of shareholders is filed with the commercial register and is publicly accessible. In common law jurisdictions, a register of members is maintained by the company; access varies by jurisdiction. **What the source does not show:** Beneficial ownership where shares are held through nominees or intermediate holding companies. The filed document shows the registered holder, not necessarily the economic owner. Where the structure includes offshore or nominee layers, the chain must be traced through each intermediate jurisdiction separately. **Confirmed by:** Filed shareholder list or register of members · jurisdiction-specific · extracted within 30 days of signing. --- ### 4. Confirm that the shares subject to the option are unencumbered **What to confirm:** The shares to be acquired under the put option are not pledged, charged, or subject to a prior option, right of first refusal, or lock-up agreement. **Source:** Pledge registers exist in some jurisdictions and record security interests over shares. In others, share pledges are recorded in the company's own register or in a notarial deed. Filed shareholders' agreements, where required to be filed, may disclose pre-emption rights. **What the source does not show:** Unregistered or contractual encumbrances. A pledge that has not been registered, or a side agreement that has not been filed, will not appear in any public source. The counterparty must provide a warranty; the register confirms only what has been formally recorded. **Confirmed by:** Pledge register (where it exists) and filed company documents · jurisdiction-specific · extracted within 30 days of signing. --- ### 5. Confirm the control chain above the counterparty **What to confirm:** Who controls the counterparty at the ultimate beneficial owner level — meaning the natural person or persons who exercise decisive influence, directly or through intermediate entities. **Source:** UBO registers exist in many jurisdictions. Access conditions vary significantly. In the European Union, the CJEU judgment in Cases C-37/20 and C-601/20 (November 2022) restricted public access to UBO registers; access is now conditional on demonstrating a legitimate interest in most EU member states. Outside the EU, access conditions are jurisdiction-specific. Where the UBO register is inaccessible or does not exist, the control chain must be reconstructed from the ownership structure of each intermediate entity, traced through each jurisdiction of incorporation. **What the source does not show:** Control exercised through contractual arrangements rather than shareholding — for example, through a shareholders' agreement, a management agreement, or a voting trust. These instruments are not required to be filed in most jurisdictions and will not appear in any register. **Confirmed by:** UBO register (where accessible) and intermediate entity filings · jurisdiction-specific · extracted within 30 days of signing. --- ### 6. Confirm that no insolvency proceedings are active or pending **What to confirm:** The counterparty is not subject to insolvency, administration, receivership, or restructuring proceedings. An option signed with an insolvent counterparty may be void or voidable under the applicable insolvency law. **Source:** The insolvency register of the jurisdiction of incorporation. Where the counterparty operates across multiple jurisdictions, the insolvency registers of each jurisdiction where it has an establishment must be checked. **What the source does not show:** Proceedings filed but not yet published. Publication delays vary by jurisdiction. A negative result in the insolvency register does not guarantee the absence of a filed application. **Confirmed by:** Insolvency register of the jurisdiction of incorporation · extracted within 30 days of signing. --- ### 7. Confirm the financial position of the counterparty **What to confirm:** The counterparty has the financial capacity to perform its obligations under the option — including the obligation to pay the put price if the option is exercised. **Source:** Filed financial statements, where the counterparty is required to file them. Filing obligations vary by jurisdiction, entity type, and size. Where statements are filed, they are typically available from the commercial register or a dedicated financial register. The most recent filed accounts establish the last confirmed financial position. **What the source does not show:** The current financial position. Filed accounts reflect a period that may be 12 to 18 months in the past. Material changes in financial position since the last filing date will not appear in the register. **Confirmed by:** Filed financial statements · commercial or financial register · jurisdiction-specific · extracted within 30 days of signing. --- ### 8. Confirm the governing law and enforcement jurisdiction **What to confirm:** The law governing the option agreement and the jurisdiction in which it is enforceable. These determine what rights the option holder can enforce and against whom. **Source:** This is a contractual matter, not a register matter. The governing law clause and the dispute resolution clause of the option agreement itself are the source. The enforceability of those clauses in the counterparty's jurisdiction of incorporation is a legal question, not a register question. **What the source does not show:** Whether a foreign judgment or arbitral award will be recognised and enforced in the counterparty's jurisdiction. Recognition and enforcement depend on bilateral treaties, domestic legislation, and judicial practice — none of which appears in a register. **Confirmed by:** The option agreement itself · legal analysis of the counterparty's jurisdiction required. --- ## The limit of what the sources allow Registers confirm what has been filed. They do not confirm what has been agreed privately, what has been resolved but not yet filed, or what has been structured to remain outside the filing obligation. The ceiling of what the sources allow is stated before payment. For each item on this checklist, the ceiling is the same: the source shows the formal record as of the date of extraction. It does not show: - Unregistered pledges or side agreements - Board resolutions not yet filed - Insolvency applications filed but not yet published - Control exercised through contractual arrangements rather than shareholding - Financial deterioration since the last filed accounts Where the source stops, the checklist item is marked accordingly. A report based on this checklist identifies, for each item, what was confirmed, from which source, on which date — and where the chain of confirmation ends. --- ## Where the sources disagree Discrepancies between sources are themselves a result. The most common patterns: | Discrepancy | What it indicates | |---|---| | Registered shareholder differs from UBO register entry | Nominee or intermediate holding structure | | Filed accounts show positive equity; insolvency register shows active proceedings | Filing delay or cross-border proceedings not yet reflected locally | | Director register shows authority; articles of association restrict it | Internal governance constraint not visible from the register alone | | Shareholder list shows 100% ownership; pledge register shows encumbrance | Share pledge in place — option may be subject to prior security interest | | Governing law clause names one jurisdiction; counterparty is incorporated in another | Enforcement risk — recognition of foreign judgment not guaranteed | Each discrepancy requires a source-level explanation, not an assumption. --- ## What is included at each tier Price tiers are not applicable to this informational page. The scope of a report based on this checklist — and the fixed price for that report — is communicated in response to a request. The price is fixed before the report is commissioned; it does not change based on what the sources show. --- ## FAQ **Does a negative result in the insolvency register confirm the counterparty is solvent?** No. A negative result confirms that no insolvency proceedings have been published in that register as of the date of extraction. It does not confirm the absence of a filed application, nor does it confirm the current financial position of the counterparty. **Can the UBO register be accessed for any jurisdiction?** Access conditions vary by jurisdiction. In the EU, access is conditional on demonstrating a legitimate interest following the CJEU judgment of November 2022. Outside the EU, access conditions are jurisdiction-specific. Where the register is inaccessible, the control chain is reconstructed from intermediate entity filings. **What if the counterparty is incorporated in a jurisdiction that does not require shareholder disclosure?** The shareholder register or equivalent document is not publicly available in all jurisdictions. Where it is not, the checklist item is marked as unconfirmable from public sources. The counterparty must provide the document directly; the report records the source and the date of provision. **Does this checklist constitute legal advice?** No. This checklist identifies what to confirm and which source confirms it. It does not qualify the legal significance of what is found. Legal advice on the implications of any finding requires a qualified lawyer in the applicable jurisdiction. **How current must the sources be?** Each source should be extracted within 30 days of the date of signing. Older extractions may not reflect changes in status, ownership, or encumbrances that have been filed since the extraction date. --- **Sources:** - Commercial registers — jurisdiction-specific official registers of companies — extracted 2026-09-15 - Insolvency registers — jurisdiction-specific official insolvency and restructuring registers — extracted 2026-09-15 - UBO / beneficial ownership registers — jurisdiction-specific, access conditions apply — extracted 2026-09-15 - Filed financial statements — commercial or financial register of the jurisdiction of incorporation — extracted 2026-09-15 - Filed articles of association and director registers — commercial register of the jurisdiction of incorporation — extracted 2026-09-15 --- ### Request this report [Request this report](https://vlolawfirm.com/contact) --- *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