An investor due diligence round creates a fixed window. Within that window, every question about who controls the company must be answered from a source — not from a representation. This checklist maps each control question to the official record that answers it, and names the point where the record stops.
The angle here is control: who actually directs the entity, what the shareholder can enforce, and where the documentary chain breaks. Each item below corresponds to a source category. Where no source exists, the checklist says so directly.
What this checklist coversControl and shareholder rights across the principal's corporate structure. Verified against standard registry categories · confirmed 2026-09-25. Price tiersNot applicable — this is an informational checklist. Report pricing is communicated in response to a request. Qualification flagOff. This checklist establishes what sources show. It does not qualify the legal effect of what they show. Registry facts availableNo jurisdiction-specific tariff data is available for this row. Mechanisms are described without figures.What the checklist is for
A due diligence round is not the moment to discover that a document is missing. It is the moment to present a complete, source-verified picture of who controls the entity and on what terms.
This checklist is structured around one question: can each control fact be confirmed from an official source before the round opens? If the answer is no, the gap is named here — not discovered by the investor's counsel.
The checklist applies to the principal: the individual or entity that owns, directs, or controls the object under review. It does not apply to the object itself. A separate checklist covers the corporate entity.
Section 1 — Identity of the principal
| Item | What to confirm | Source category | Confirmed from source? |
|---|---|---|---|
| 1.1 | Full legal name as registered | National identity register or passport authority | Yes — from official ID document |
| 1.2 | Date and place of birth | Same | Yes |
| 1.3 | Current residential address | Population register or notarial declaration | Varies by jurisdiction |
| 1.4 | Tax identification number | National tax authority | Yes — where publicly accessible |
| 1.5 | Nationality and citizenship status | Passport authority or civil registry | Yes — from official ID document |
Where the source stops. Population registers in most jurisdictions are not accessible to third parties without the data subject's consent or a court order. Address confirmation typically requires a notarial declaration from the principal, not a registry extract.
Section 2 — Ownership position
| Item | What to confirm | Source category | Confirmed from source? |
|---|---|---|---|
| 2.1 | Registered shareholding percentage | Commercial register or shareholder register | Yes — where register is public |
| 2.2 | Class of shares held | Articles of association or shareholder register | Yes — from filed documents |
| 2.3 | Voting rights attached to shares | Articles of association | Yes — from filed documents |
| 2.4 | Pledges or encumbrances on shares | Pledge register or notarial record | Varies by jurisdiction |
| 2.5 | Nominee arrangements | Beneficial ownership register or declaration | Varies — see Section 3 |
Where the source stops. Nominee arrangements are disclosed only where a beneficial ownership register exists and is accessible. In many jurisdictions, the register exists but access is restricted following the CJEU ruling of November 2022. The checklist identifies the register; it does not guarantee access.
Share pledges are recorded in different registers depending on jurisdiction — sometimes the commercial register, sometimes a separate pledge register, sometimes neither. A negative result in one register does not confirm the absence of an encumbrance.
Section 3 — Beneficial ownership
| Item | What to confirm | Source category | Confirmed from source? |
|---|---|---|---|
| 3.1 | Ultimate beneficial owner declared | UBO register or equivalent | Varies by jurisdiction |
| 3.2 | Threshold for declaration | National implementing legislation | Yes — from legislation |
| 3.3 | Date of last update to UBO register | Register metadata | Yes — where accessible |
| 3.4 | Discrepancy between registered and declared ownership | Cross-check: commercial register vs UBO register | Requires both sources |
| 3.5 | Trusts or foundations in the chain | Trust register or equivalent | Rarely accessible |
Where the source stops. EU member states maintain UBO registers under the Fourth and Fifth Anti-Money Laundering Directives. Public access to those registers was restricted by the CJEU in November 2022. Access now requires a demonstrated legitimate interest in most member states. The mechanism for establishing legitimate interest differs by jurisdiction.
Trust registers exist in a small number of jurisdictions. Where they exist, access is typically limited to competent authorities. The checklist names the register; it does not represent that access will be granted.
Where the ownership chain passes through a jurisdiction with no UBO register, the chain is traced to the point where it enters that jurisdiction. The checklist names that point.
Section 4 — Directorship and authority
| Item | What to confirm | Source category | Confirmed from source? |
|---|---|---|---|
| 4.1 | Current registered directors | Commercial register | Yes — where register is public |
| 4.2 | Date of appointment | Commercial register | Yes |
| 4.3 | Scope of authority (sole or joint signatory) | Commercial register or articles | Yes — from filed documents |
| 4.4 | Restrictions on authority | Articles of association or shareholders' resolution | Yes — from filed documents |
| 4.5 | Powers of attorney granted | Notarial register or company file | Varies by jurisdiction |
| 4.6 | Disqualification or prohibition orders | Disqualification register | Yes — where register is public |
Where the source stops. Powers of attorney are not centrally registered in most jurisdictions. A power of attorney granted by the principal to a third party may not appear in any public record. Confirmation requires a declaration from the principal or access to the company's internal records.
Disqualification registers exist in a number of jurisdictions. Coverage is not universal. A negative result in a disqualification register covers only the jurisdiction of that register.
Section 5 — Shareholder rights and enforcement
| Item | What to confirm | Source category | Confirmed from source? |
|---|---|---|---|
| 5.1 | Shareholders' agreement filed or disclosed | Company file or disclosure register | Varies — often not filed |
| 5.2 | Tag-along and drag-along provisions | Shareholders' agreement | Not from public source |
| 5.3 | Pre-emption rights | Articles of association | Yes — from filed documents |
| 5.4 | Dividend rights and restrictions | Articles of association | Yes — from filed documents |
| 5.5 | Dispute resolution mechanism | Shareholders' agreement or articles | Partially — articles only |
| 5.6 | Governing law of the shareholders' agreement | Shareholders' agreement | Not from public source |
Where the source stops. Shareholders' agreements are private contracts. They are not filed in any public register in the majority of jurisdictions. The existence of an agreement may be disclosed in the articles of association or in a regulatory filing, but the terms are not. Confirming the terms requires access to the document itself.
Pre-emption rights and dividend provisions in the articles of association are confirmable from the public file. Provisions in a shareholders' agreement that override or supplement the articles are not.
Section 6 — Insolvency and enforcement history
| Item | What to confirm | Source category | Confirmed from source? |
|---|---|---|---|
| 6.1 | Current insolvency proceedings against the principal | Insolvency register | Yes — where register is public |
| 6.2 | Historical insolvency proceedings | Insolvency register — historical records | Varies — retention periods differ |
| 6.3 | Enforcement proceedings (judgments) | Court register or enforcement register | Varies by jurisdiction |
| 6.4 | Asset freezing orders | Court register or enforcement register | Varies by jurisdiction |
| 6.5 | Sanctions list entries | OFAC, EU consolidated list, UN list, national lists | Yes — from official lists |
Where the source stops. Insolvency registers in several jurisdictions delete records after a statutory retention period. A negative result confirms the absence of a current record, not the absence of a historical proceeding. The checklist notes the retention period where it is known.
Enforcement proceedings against an individual are not centrally registered in most jurisdictions. Court registers, where they exist, are typically searchable by case number, not by party name. A name-based search is not available in all jurisdictions.
Sanctions screening covers the lists named above. It does not cover all national lists in all jurisdictions. The checklist identifies which lists were searched.
Section 7 — Tax and regulatory standing
| Item | What to confirm | Source category | Confirmed from source? |
|---|---|---|---|
| 7.1 | Tax residency | Tax authority certificate or self-declaration | Certificate — where available |
| 7.2 | Outstanding tax liabilities | Tax authority | Not publicly accessible in most jurisdictions |
| 7.3 | Regulatory licences held by the principal | Sectoral regulator | Yes — where register is public |
| 7.4 | Regulatory sanctions or prohibitions | Sectoral regulator | Yes — where register is public |
| 7.5 | PEP status | PEP databases — commercial and official | Yes — from available databases |
Where the source stops. Tax authority records are not publicly accessible in any jurisdiction reviewed. Confirmation of tax standing requires either a certificate issued by the authority to the principal, or a declaration from the principal. Neither is a public source.
PEP databases differ in coverage and update frequency. A negative result in a PEP database does not confirm that the individual does not hold a qualifying position. It confirms that the individual does not appear in the database searched on the date searched.
The limit of what the sources allow
The sources named in this checklist are official registers, regulatory databases, and filed documents. Each has a defined scope. None of them answers every question.
The following limits apply across the checklist:
Shareholders' agreements. The terms of a shareholders' agreement are not confirmable from any public source. The checklist identifies what the articles of association show. It does not represent that the articles reflect the full agreement between shareholders.
UBO registers in EU jurisdictions. Access is restricted following the CJEU ruling of November 2022. The checklist identifies the register and the access mechanism. It does not represent that access will be granted in any specific case.
Insolvency history. Retention periods vary. A negative result is a result as of the date of search, against the records held at that date.
Powers of attorney. Not centrally registered. Confirmation requires a declaration from the principal or access to internal records.
Tax standing. Not publicly accessible. Confirmation requires a certificate or declaration.
Cross-border chains. Where the ownership chain passes through more than one jurisdiction, each link is confirmed separately. The chain is traced to the point where it enters a jurisdiction with no accessible register. That point is named.
The ceiling of what the sources allow is stated before any report is commissioned. Where a source does not exist or is not accessible, the checklist says so — not the report.
Where the sources disagree
Discrepancies between sources are a result in themselves. The following patterns recur across jurisdictions:
Commercial register vs UBO register. The registered shareholder and the declared beneficial owner are different persons. This is not automatically irregular — nominee arrangements are lawful in many jurisdictions. The discrepancy is noted and the explanation is sought from the filed documents.
Articles of association vs shareholders' agreement. The articles state one set of rights; a shareholders' agreement modifies them. The modification is not visible from the public file. The checklist notes where the articles contain a reference to a shareholders' agreement.
Insolvency register vs court register. A proceeding may appear in one and not the other, depending on the stage of the proceeding and the jurisdiction's filing rules.
Sanctions lists. An individual may appear on one national list and not on another. The checklist identifies which lists were searched.
FAQ
What is the difference between a registered director and a person who controls the company? A registered director appears in the commercial register. A person who controls the company may not. Control can be exercised through a shareholders' agreement, a power of attorney, or an informal arrangement. The checklist identifies what the register shows and where the register stops.
Can a shareholders' agreement override the articles of association? In most jurisdictions, a shareholders' agreement can modify the rights set out in the articles as between the parties to it. The modification is not visible from the public file. The checklist notes where the articles contain a reference to a shareholders' agreement and where they do not.
What does a negative result in an insolvency register mean? It means no current record was found in that register on the date of search. It does not mean no proceeding has ever been commenced. Retention periods vary by jurisdiction. The checklist notes the retention period where it is known.
What is a PEP and why does it matter for a due diligence round? A politically exposed person holds or has held a prominent public function. The category is defined differently in different jurisdictions and regulatory frameworks. PEP status affects the due diligence obligations of financial institutions and, in some cases, the conditions attached to investment. The checklist identifies whether the principal appears in the databases searched.
What happens when the ownership chain passes through a jurisdiction with no accessible register? The chain is traced to the point where it enters that jurisdiction. The checklist names that point and identifies which register does not exist or is not accessible. The gap is stated before any report is commissioned.
How current are the sources? Each source is searched on a specific date. The date appears in the source record. Registers are not updated in real time. A result reflects the state of the register on the date of search.
Sources
- EU Consolidated Sanctions List — https://eeas.europa.eu/topics/sanctions-policy — extracted 2026-09-25
- OFAC Specially Designated Nationals List — https://ofac.treasury.gov — extracted 2026-09-25
- UN Security Council Consolidated List — https://www.un.org/securitycouncil/sanctions/information — extracted 2026-09-25
- National commercial registers — accessed per jurisdiction; no single URL applies across 35 jurisdictions
- National insolvency registers — accessed per jurisdiction
- National UBO/beneficial ownership registers — accessed per jurisdiction; access subject to legitimate interest requirement in EU member states following CJEU C-37/20
Request this report
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
