Related party transactions are among the most common mechanisms through which control is exercised without disclosure. The question is not whether a transaction occurred. The question is whether the parties on both sides of it are, in fact, the same party.
This checklist identifies what to confirm, which source confirms it, and where the source stops. It is organised by the layer of control — not by jurisdiction — because the structure of the problem is the same across 35 jurisdictions even when the registries differ.
What this checklist coversControl layer, beneficial ownership layer, transaction layer, and the points at which official sources stop providing answers. Applicable objectCorporate structure — any jurisdiction where a formal company register exists. Registry facts availableNone with verified tariffs for this row. Mechanisms are described without figures. AngleControl: who actually controls the company and what the shareholder can enforce.What a related party transaction looks like in the registry layer
A related party transaction leaves traces. Not always in the transaction itself — but in the structure around it.
The counterparty shares a director with the subject company. The counterparty was incorporated shortly before the transaction. The counterparty's registered address is the same as the subject's. The shareholder who approved the transaction is also the beneficial owner of the counterparty.
None of these facts require inference. Each is verifiable from official sources. The checklist below names the source for each.
Layer 1: Who controls the subject company
What to confirm:
- The current shareholder of record, with percentage held
- Whether that shareholder is a natural person or a legal entity
- If a legal entity: the jurisdiction of incorporation and the register where it is filed
- The current directors, with appointment dates
- Whether any director holds the same position in a counterparty entity
Sources that answer this:
The company register of the jurisdiction of incorporation is the primary source. It shows the shareholder list as filed, the directorship as filed, and the date of the last update. It does not show who instructed the shareholder to vote. It does not show who benefits economically from the shares.
Where a shareholder is itself a company, the chain must be traced upward through each intermediate register. Each link requires a separate query in the relevant national register.
Where the source stops:
Nominee arrangements are not disclosed in most registers. A shareholder of record may hold shares on behalf of another person under a private agreement. The register shows the nominee; it does not show the principal. This is the first ceiling.
Layer 2: Who benefits from the shares
What to confirm:
- Whether a beneficial ownership register exists in the jurisdiction
- Whether that register is accessible to a foreign applicant without a national identifier
- The name and percentage attributed to the ultimate beneficial owner (UBO)
- Whether the UBO of the subject company appears in any capacity in the counterparty
Sources that answer this:
Following CJEU judgment C-37/20, UBO registers across EU member states are closed to general public access by default. Access conditions vary by jurisdiction and are subject to change. The United Kingdom's PSC register and Poland's CRBR maintain broader access, but access conditions for both should be verified with a local consultant before reliance.
Outside the EU, UBO disclosure regimes differ substantially. Some jurisdictions have no UBO register. Some have a register that is not searchable by a foreign applicant. Some have a register that accepts a declaration of legitimate interest from a professional intermediary.
Where the source stops:
Even where a UBO register exists and is accessible, the entry reflects what was declared at filing. It is not independently verified by the registrar in most jurisdictions. A declared UBO of 24.9% may not reflect actual economic control. The register shows the declaration; it does not show the underlying agreement.
Layer 3: The counterparty — same structure, same questions
The counterparty to a suspected related party transaction must be checked through the same two layers.
What to confirm:
- Jurisdiction of incorporation of the counterparty
- Current shareholders and directors of the counterparty
- Date of incorporation relative to the transaction date
- Registered address of the counterparty relative to the subject company's address
- Any shared director, shareholder, or registered address between subject and counterparty
Sources that answer this:
The company register of the counterparty's jurisdiction of incorporation. Where the counterparty is incorporated in a different jurisdiction from the subject company, two separate register queries are required. Where the counterparty is incorporated in a jurisdiction with limited public disclosure — certain offshore centres, certain US states — the register may not show shareholders at all.
Delaware, as one example, does not disclose LLC members in the public register. The register shows the registered agent, not the owner. This is a structural ceiling, not a gap in the query.
Where the source stops:
Where the counterparty is incorporated in a jurisdiction with no public shareholder disclosure, the ownership layer cannot be confirmed from official sources alone. The checklist records this as an open item, not a negative finding.
Layer 4: The transaction itself — what filed documents show
What to confirm:
- Whether the subject company has filed financial statements in its jurisdiction
- Whether those statements identify related party transactions as a line item
- Whether the value and nature of the transaction are disclosed
- Whether the counterparty is named in the filing
Sources that answer this:
Filed financial statements — where mandatory and publicly accessible — are the primary source. In jurisdictions requiring IFRS or equivalent, IAS 24 mandates related party disclosure. The filing shows what management declared. It does not show what was not declared.
Where financial statements are not publicly filed — as is the case for many private companies in many jurisdictions — this layer is not available from official sources.
Where the source stops:
A filed statement showing no related party transactions is not evidence that none occurred. It is evidence that none were declared. The distinction matters. The checklist records the presence or absence of a disclosure, not its completeness.
Layer 5: Insolvency and enforcement — the counterparty's history
A counterparty that was created for a transaction and dissolved after it is a pattern. So is a counterparty with a prior insolvency proceeding.
What to confirm:
- Whether the counterparty appears in the insolvency register of its jurisdiction
- Whether the counterparty has been dissolved or struck off
- Date of dissolution relative to the transaction date
- Whether any director of the counterparty appears in other dissolved or insolvent entities
Sources that answer this:
Insolvency registers exist in most EU jurisdictions and are accessible to foreign applicants in most cases. A negative result — no entry found — does not confirm the absence of a filed application. Processing delays and data gaps exist in every jurisdiction. The checklist records the search date and the result; it does not certify the register's completeness.
The limit of what the sources allow
Official registers confirm what was filed. They do not confirm what was agreed privately, what was not declared, or what was structured to remain below a disclosure threshold.
The ceiling of what the sources allow is stated before any engagement. Specifically:
- A nominee shareholder arrangement is not visible in the register. The register shows the nominee.
- A UBO declaration reflects what was filed, not what was verified.
- A counterparty incorporated in a low-disclosure jurisdiction may show no shareholders at all.
- Filed financial statements show declared related party transactions. Undeclared ones are not in the record.
- A negative insolvency search result does not certify the absence of proceedings.
These are not failures of the analysis. They are the documented limits of the source layer. The value of the checklist is that it names each ceiling explicitly, so that what remains open is known before a decision is made.
Where the sources disagree
When the shareholder register shows one owner and the UBO register shows another, that discrepancy is itself a finding. It does not resolve in favour of either source. Both entries are recorded, the date of each is recorded, and the discrepancy is stated as an open item.
When filed financial statements show no related party transactions and the register shows a shared director between subject and counterparty, that gap is recorded. The analysis does not reconcile it. It states what each source shows and where they diverge.
Divergence between sources is not an inconvenience. It is often the most material finding in the record.
What is included at each tier
Price tiers are not applicable to this page. The scope of a specific engagement is confirmed in response to a request. The checklist above defines the analytical framework; the depth of coverage across jurisdictions and layers is agreed at the time of instruction.
FAQ
Does a negative result in any of these layers mean the transaction was at arm's length? No. A negative result means the source did not return a positive finding. It does not confirm the absence of a relationship. The distinction between "not found" and "confirmed absent" is stated explicitly in every record produced under this framework.
Can this checklist be applied to a chain of companies across multiple jurisdictions? Yes. Each entity in the chain is checked in its own jurisdiction's register. Where a jurisdiction does not provide public shareholder disclosure, that layer is recorded as unavailable from official sources. The checklist does not stop at the first closed register; it records the closure and continues with the layers that are accessible.
What if the counterparty was dissolved before the check was run? A dissolved company still has a register entry in most jurisdictions. The entry shows the shareholders and directors as at the date of dissolution. The dissolution date relative to the transaction date is itself a data point. The analysis records both.
Is this checklist jurisdiction-specific? The framework applies across jurisdictions. The sources differ by jurisdiction. Where a specific jurisdiction is named in a request, the applicable registers, access conditions, and known ceilings for that jurisdiction are identified in the resulting record.
What does "the ceiling of what the sources allow" mean in practice? It means that before any work begins, the analysis identifies which questions the available sources can answer and which they cannot. A buyer who knows in advance that the UBO layer in a given jurisdiction is inaccessible from official sources can make a different decision than one who discovers it after the fact.
Sources
- Companies House (United Kingdom) — https://find-and-update.company-information.service.gov.uk — extracted 2026-09-15
- Handelsregister (Germany) — https://www.handelsregister.de — extracted 2026-09-15
- Registre du Commerce et des Sociétés (France) — https://www.infogreffe.fr — extracted 2026-09-15
- Registro Mercantil Central (Spain) — https://www.rmc.es — extracted 2026-09-15
- Centraal Register van Rechtspersonen (Netherlands) — https://www.kvk.nl — extracted 2026-09-15
- Centralny Rejestr Beneficjentów Rzeczywistych / CRBR (Poland) — https://crbr.podatki.gov.pl — extracted 2026-09-15
- European e-Justice Portal — Interconnected Business Registers — https://e-justice.europa.eu/content_find_a_company-489-en.do — extracted 2026-09-15
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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 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
