A put option binds the holder to a counterparty. Before that commitment is made, the identity, authority, and control position of the principal must be confirmed from official sources. This checklist states what to confirm, which source confirms it, and where the source stops.
The angle here is control: who actually controls the entity on the other side of the option, what a shareholder can enforce, and where the chain of authority ends. Each item on this checklist corresponds to a verifiable fact — not an assumption, not a representation in the term sheet.
What this checklist coversIdentity, authority, ownership structure, and encumbrances of the principal in a put option — confirmed from official registers before signing. Jurisdiction scopeCross-border: applies across 35 jurisdictions covered by VLO analytical reports. Price tiersNot applicable to this page. This is an informational checklist; report pricing is stated on jurisdiction-specific service pages. Registry facts availableNo tariff or fee data available for this row. Mechanisms are described without figures.The first question is identity. A put option may name a natural person, a legal entity, or a nominee. Each requires a different confirmation path.
Natural person as principal. Confirm full legal name, date of birth, and nationality from a government-issued identity document. Cross-reference against the name appearing in any corporate register where the person holds a directorship or ownership interest. Discrepancies between the document and the register entry require resolution before signing.
Legal entity as principal. Confirm the entity's registered name, registration number, registered address, and jurisdiction of incorporation from the official company register of that jurisdiction. Confirm that the entity is in good standing — not dissolved, struck off, or subject to a winding-up order. The register entry is the source; a certificate of good standing from the registrar is the instrument.
Nominee arrangements. Where a nominee director or nominee shareholder appears in the register, the beneficial principal is not the person named. Confirm whether a nominee agreement or declaration of trust is on file. In jurisdictions where such declarations are registrable, confirm registration. Where they are not registrable, the nominee arrangement is a contractual matter outside the register.
Source: jurisdiction-specific company register · extracted within 30 days of signing
A put option signed by a person without authority to bind the principal is unenforceable against the principal. Authority must be confirmed, not assumed.
Director authority. Confirm that the signatory is a current, registered director of the entity. Confirm the date of appointment and, where the register records it, the scope of signing authority. Some jurisdictions record sole-signatory authority; others record joint-signatory requirements. Both matter.
Board resolution. Confirm that a board resolution authorising entry into the put option exists and is dated before the signing date. In many jurisdictions, a resolution is required for transactions above a threshold value or involving options over shares. The resolution is a corporate document, not a register entry; it must be obtained directly from the entity.
Power of attorney. Where a representative signs under a power of attorney, confirm the power is current, covers the transaction type, and has not been revoked. In civil law jurisdictions, a notarised power of attorney is standard. Confirm the notarisation date and, where required, apostille.
Ultra vires risk. Confirm that the transaction is within the entity's objects as stated in its constitutional documents. In jurisdictions where ultra vires doctrine applies, an option outside the stated objects may be void.
Source: company register · constitutional documents · board resolution · extracted within 30 days of signing
Control over the principal determines who will ultimately decide whether the option is exercised, honoured, or contested. The register shows the legal layer; the beneficial layer requires additional steps.
Registered shareholders. Confirm the names and shareholdings of all registered shareholders from the company register or shareholder register. Confirm that no share transfer is pending that would change the control position before or at the time of signing.
Beneficial ownership. In jurisdictions with a public beneficial ownership register, confirm the registered beneficial owner. Note that following CJEU judgment C-37/20, EU member state UBO registers are not publicly accessible by default. Access conditions vary by jurisdiction. The PSC register in the United Kingdom and the CRBR in Poland are noted exceptions; access conditions for both are subject to verification with local counsel before reliance.
Intermediate holding entities. Where the principal is held through one or more intermediate entities, confirm the register entries for each intermediate entity in the chain. Each link in the chain must be confirmed independently. The chain is confirmed to the level the sources allow; where it ends, the checklist records that it ends and why.
Shareholder agreements. Confirm whether a shareholder agreement is on file that restricts transfer, grants pre-emption rights, or imposes drag-along or tag-along obligations. Shareholder agreements are not registrable in most jurisdictions; they are contractual documents. Their existence may be disclosed in constitutional documents or in a due diligence questionnaire.
Source: company register · beneficial ownership register (where accessible) · constitutional documents · extracted within 30 days of signing
A put option over shares or assets that are already encumbered may be unenforceable or subject to a prior claim. Encumbrances must be confirmed before signing.
Pledges over shares. In jurisdictions where share pledges are registrable, confirm the register of pledges or charges. A registered pledge over the shares of the principal, or over the shares held by the principal, creates a prior claim. The holder of the pledge may have consent rights over any transfer or option exercise.
Charges over assets. Where the put option relates to underlying assets, confirm the register of charges or security interests for those assets. In common law jurisdictions, a floating charge may cover all assets of the entity; confirm whether such a charge is registered.
Insolvency proceedings. Confirm that no insolvency, administration, receivership, or winding-up proceedings are pending or active against the principal. The insolvency register of the relevant jurisdiction is the source. A negative result in the insolvency register does not guarantee that no application has been filed; filing and registration are not simultaneous in all jurisdictions.
Litigation and enforcement. Confirm whether any enforcement proceedings, court orders, or injunctions are registered against the principal or the assets subject to the option. Court registers vary in accessibility by jurisdiction; in some, only parties to proceedings have access.
Source: charges register · insolvency register · court register (where accessible) · extracted within 30 days of signing
The principal's ability to perform under the option depends on financial standing. Filed financial statements are the primary source where available.
Filed accounts. Confirm that the principal's most recent filed accounts are available from the company register or filing authority. Confirm the filing date and the period covered. A gap between the period end and the filing date longer than the statutory maximum for that jurisdiction is itself a fact to record.
Audit status. Confirm whether the filed accounts are audited. In many jurisdictions, small companies are exempt from audit; confirm the applicable threshold and whether the principal qualifies. Unaudited accounts carry a different evidential weight.
Tax registration. Confirm that the principal holds a valid VAT or tax registration number in the jurisdiction of incorporation. In EU jurisdictions, VIES confirms VAT registration status. Note that VIES is a search tool, not a database; DE and ES do not return name and address data. An invalid result in VIES does not confirm that the entity does not exist.
Solvency indicators. Filed accounts may show indicators of financial difficulty: negative equity, going concern qualifications, or qualified audit opinions. These are facts to record, not conclusions to draw. The checklist records what the source shows; qualification of what it means is outside the scope of this document.
Source: company register · filing authority · VIES (ec.europa.eu/taxation_customs/vies) · extracted within 30 days of signing
Once the principal's identity, authority, ownership, encumbrances, and financial standing are confirmed, the option terms must be checked against those confirmed facts.
Counterparty name. Confirm that the name of the principal in the option agreement matches exactly the registered name in the company register, including legal form designation.
Signatory authority. Confirm that the signatory named in the option agreement is the person confirmed as authorised in the register and the board resolution.
Share description. Confirm that the shares or assets described in the option agreement match the register entries exactly — class, number, and nominal value where applicable.
Pre-emption rights. Confirm that the option structure does not trigger pre-emption rights held by existing shareholders under the constitutional documents or any shareholder agreement on file.
Governing law and jurisdiction. Confirm that the governing law and dispute resolution clause in the option agreement are consistent with the jurisdiction of incorporation of the principal and with any mandatory law provisions of that jurisdiction.
Official registers confirm what has been filed. They do not confirm what has not been filed, what has been filed incorrectly, or what exists outside the register.
The company register confirms the registered position as at the date of extraction. It does not confirm the position as at the date of signing if those dates differ. A share transfer, director appointment, or charge registration made after extraction and before signing will not appear in the extracted record.
The beneficial ownership register, where accessible, confirms the declared beneficial owner. It does not confirm the accuracy of the declaration. A declaration made in error or in bad faith is a registered fact, not a verified fact.
The insolvency register confirms proceedings that have been registered. A petition filed but not yet registered, or proceedings commenced in a jurisdiction not covered by the search, will not appear.
Filed accounts confirm what was filed. They do not confirm the accuracy of the underlying figures. An audit opinion confirms that the accounts present a true and fair view in accordance with the applicable standard; it does not confirm solvency at the date of signing.
Shareholder agreements, nominee agreements, and board resolutions are not registrable in most jurisdictions. Their existence, terms, and current status are confirmed only by direct disclosure from the principal. The checklist records what the sources show and names the point at which the source stops.
Where the register entry and the filed accounts show different names, addresses, or directors, the discrepancy is itself a fact. It may reflect a filing delay, an administrative error, or a deliberate inconsistency. The checklist records the discrepancy and identifies which source shows which version.
Where the beneficial ownership register and the shareholder register show different persons as the ultimate controller, both facts are recorded. The explanation for the discrepancy — nominee arrangement, trust, or error — is not a conclusion the sources can draw. It is a matter for direct inquiry with the principal and, where necessary, for legal advice.
Where the insolvency register shows no proceedings but filed accounts show a going concern qualification, both facts are recorded. The going concern qualification is an auditor's assessment; the insolvency register is a legal record. Neither supersedes the other.
What is the minimum set of sources to confirm before signing a put option? At minimum: the company register of the principal's jurisdiction of incorporation (identity, authority, registered shareholders), the charges register (encumbrances), and the insolvency register (proceedings). Where a beneficial ownership register is accessible, it is added. Filed accounts are added where available. The minimum set is jurisdiction-dependent; some registers are not publicly accessible without a demonstrated legitimate interest.
Does a clean register search mean the principal is safe to contract with? A clean register search confirms the registered position as at the date of extraction. It does not confirm facts outside the register — shareholder agreements, nominee arrangements, undisclosed encumbrances, or proceedings filed but not yet registered. The checklist records what the sources show and names where they stop.
How current must the register extracts be? Extracts should be dated within 30 days of the signing date. In fast-moving situations — a contested acquisition, an entity under financial pressure — a shorter window is appropriate. The extract date is recorded on each item in the checklist.
What happens if the principal is held through multiple intermediate entities? Each intermediate entity requires a separate register search in its jurisdiction of incorporation. The chain is confirmed link by link. Where a link is in a jurisdiction with restricted register access, the checklist records that the chain is confirmed to that point and that the next link is not confirmable from public sources.
Is this checklist a legal opinion? No. This checklist is a factual compilation framework. It identifies what to confirm and which source confirms it. It does not qualify the legal effect of the confirmed facts. Legal advice on the effect of the confirmed facts requires instruction of counsel in the relevant jurisdiction.
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