A cross-border merger fails at the principal layer before it fails anywhere else. The question is not whether the counterparty exists. The question is who controls it, on what terms, and what a shareholder can actually enforce once the transaction closes.
Control is established from documents, not from representations. The checklist below maps what to confirm, which source confirms it, and where the source stops.
What this checklist coversControl structure, director authority, shareholder rights, and UBO layer — verified against official registers before merger commitment. ScopeApplicable across 35 jurisdictions; source availability varies by jurisdiction and is stated per item. Registry facts availableNone on file for this row. Mechanisms are described without exact tariff figures; fees are confirmed at the registry level before each engagement. Ceiling of the sourcesStated before payment. No source confirms what it does not disclose; each gap is named explicitly.Who controls the principal — and what the register shows
Control is a layered question. The commercial register answers part of it. The shareholder agreement answers another part. Neither answers all of it.
Registered directors. Every jurisdiction with a commercial register records at least one director by name. The register shows who is authorised to bind the company. It does not show whether that authority is constrained by an unregistered power of attorney or a side agreement.
Shareholders of record. Most registers record legal shareholders. In jurisdictions that require a shareholder list to be filed — Germany's Gesellschafterliste, Poland's KRS shareholder data, the UK's confirmation statement — the list is retrievable. In jurisdictions that do not require filing, the register is silent on ownership.
Beneficial owners. Following the CJEU ruling in C-37/20, EU member states closed public UBO access as a default. Access now requires a demonstrated legitimate interest in most EU jurisdictions. The UK's PSC register and Poland's CRBR remain accessible; access conditions for both are confirmed at the time of each engagement. Outside the EU, disclosure rules vary from full public access to no statutory disclosure at all.
Voting rights and reserved matters. The articles of association or equivalent constitutional document govern what a shareholder can block, what requires a supermajority, and what the board can do without shareholder approval. These documents are filed in some jurisdictions and held privately in others. Where filed, they are retrievable. Where not filed, the source is silent.
The checklist — item by item
1. Corporate existence and good standing
Confirm that the principal is registered, has not been struck off, and is not subject to dissolution proceedings. Source: commercial register of the jurisdiction of incorporation. The register shows current status; it does not always show historical status or pending applications filed but not yet processed.
2. Registered address and registered agent
Confirm the address on record matches the address in transaction documents. A mismatch between the two is itself a result. Source: commercial register.
3. Director identity and appointment date
Confirm who is currently registered as director, when they were appointed, and whether any resignation has been filed but not yet processed. Source: commercial register. Processing lag between filing and public visibility varies by jurisdiction.
4. Director authority — scope and limits
Confirm whether the director has sole authority or joint authority. Confirm whether the articles restrict authority below the statutory default. Source: articles of association or equivalent, where filed. Where not filed, this item cannot be confirmed from public sources alone.
5. Shareholder of record — identity and share percentage
Confirm the legal shareholder, share class, and percentage. Source: shareholder list or confirmation statement, where filed. In jurisdictions without a filing obligation, this item requires a different source — typically a notarised extract or a certified copy of the share register held by the company.
6. Beneficial owner — UBO register or equivalent
Confirm whether a UBO register exists in the jurisdiction and whether access is available. Where access requires a legitimate interest declaration, that declaration is prepared as part of the engagement. Where no UBO register exists, the source layer is described explicitly and the chain is traced to the point where it stops.
7. Encumbrances on shares
Confirm whether any pledge, lien, or restriction on share transfer is registered. Source: pledge register or equivalent, where one exists. Not all jurisdictions maintain a public pledge register for shares. Where none exists, this item is confirmed from the company's own records or from a notarised statement — neither of which is a public source.
8. Insolvency and enforcement proceedings
Confirm whether the principal or its directors are subject to insolvency, liquidation, or enforcement proceedings. Source: insolvency register of the jurisdiction of incorporation, plus any cross-border insolvency register applicable. A negative result does not guarantee the absence of a filed application not yet processed or a proceeding opened in a second jurisdiction.
9. Filed financial statements
Confirm whether financial statements have been filed and are current. Source: commercial register or dedicated financial disclosure register, where filing is mandatory. In jurisdictions without a mandatory filing obligation, this item is not available from public sources.
10. Tax identification and VAT status
Confirm the principal's tax identification number and, where applicable, VAT registration status. Source: national tax authority register or VIES for EU VAT numbers. VIES confirms whether a VAT number is valid; it does not return the company name or address for all member states.
11. Regulatory licences and sector-specific registers
Confirm whether the principal holds any licence required for its stated activity. Source: sector regulator of the relevant jurisdiction. Licence registers are not consolidated across jurisdictions; each regulator maintains its own.
12. Litigation and arbitration exposure
Confirm whether the principal is a named party in active court proceedings. Source: court register of the jurisdiction, where publicly searchable. Court registers vary significantly in completeness and searchability. Arbitration proceedings are not publicly registered in any jurisdiction.
Where the sources disagree
Discrepancy between sources is a result, not a gap in the process.
The most common discrepancies in cross-border merger due diligence:
- The commercial register shows Director A. The transaction document is signed by Director B under a power of attorney not filed with the register. Both may be valid; the discrepancy requires resolution before closing.
- The shareholder list filed with the register names Company X. The UBO register names Individual Y as beneficial owner through Company X. The chain is complete but the intermediate layer is a holding vehicle in a third jurisdiction not covered by the engagement.
- Financial statements are filed for the most recent fiscal year. The balance sheet date is eighteen months before the merger signing date. The gap is a source limitation, not a finding.
Each discrepancy is reported as a discrepancy. No source is treated as authoritative over another without a stated basis.
The limit of what the sources allow
Official registers answer questions about what has been filed. They do not answer questions about what has not been filed, what has been filed incorrectly, or what has changed since the last filing.
Specific ceilings that apply across the 35-jurisdiction scope of this checklist:
UBO layer. In most EU jurisdictions, the beneficial owner is not publicly accessible following CJEU C-37/20. The engagement traces the chain to the point where the source stops and names that point explicitly.
Shareholder agreements. No jurisdiction requires a shareholder agreement to be filed with the commercial register. Side agreements that modify voting rights, reserved matters, or transfer restrictions are not visible from any public source.
Arbitration. No jurisdiction publicly registers arbitration proceedings. Exposure to arbitration is not confirmable from public sources.
Processing lag. A director resignation filed yesterday may not appear in the register today. The register reflects the state of filings as processed, not the state of the company as of the moment of search.
Negative results. A negative result in an insolvency register means no record was found as of the date of search. It does not mean no proceeding exists.
The ceiling of what the sources allow is stated before payment. No engagement is opened without a clear statement of what the sources in the relevant jurisdictions do and do not disclose.
FAQ
What is the difference between a director search and a beneficial owner search? A director search confirms who is authorised to bind the company under the law of the jurisdiction of incorporation. A beneficial owner search confirms who ultimately controls or benefits from the company, which may be a different person entirely. Both are separate items on this checklist and draw from different sources.
Can all 35 jurisdictions be covered in a single engagement? Yes. The engagement is structured around the principal, not around individual jurisdictions. Sources are identified for each jurisdiction; where a source does not exist or is not accessible, that gap is stated explicitly in the output.
What happens when a source is not publicly accessible? The engagement identifies the access condition — legitimate interest declaration, national identifier, electronic signature, or equivalent — and either satisfies it or states that it cannot be satisfied and explains why. The output names the source, the access condition, and the result.
Does a negative result in the insolvency register mean the company is solvent? No. A negative result means no record was found in the searched register as of the date of search. Proceedings filed but not yet processed, or proceedings opened in a second jurisdiction, are not captured by a single-register search.
What is not covered by this checklist? Shareholder agreements held privately, arbitration proceedings, unregistered powers of attorney, and any fact that has not been filed with a public authority. These gaps are named in the output, not omitted from it.
Sources
The sources applicable to this checklist vary by jurisdiction. The following categories of official sources are used across the 35-jurisdiction scope:
- Commercial registers — national or regional registers of companies, directors, and shareholders. Official URLs are confirmed per jurisdiction at the time of engagement.
- UBO / beneficial ownership registers — where publicly accessible or accessible on legitimate interest grounds. Access conditions confirmed per jurisdiction.
- Insolvency registers — national registers of insolvency, liquidation, and enforcement proceedings.
- Pledge and encumbrance registers — where maintained as public registers in the relevant jurisdiction.
- Tax authority registers and VIES — for tax identification and VAT status confirmation. VIES: ec.europa.eu/taxation_customs/vies
- Sector regulatory registers — maintained by the relevant sector regulator in each jurisdiction.
- Filed financial statements — retrieved from commercial register or dedicated financial disclosure register where mandatory filing applies.
All sources are identified and cited in the engagement output with the date of retrieval. No fact is stated without a corresponding source record.
Sources verified: September 2026.
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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
