A shareholders agreement transfers rights and imposes obligations on the basis of who the other party actually is. Before signing, the question is not whether the principal appears credible. The question is what the official record shows about who controls the entity, who can bind it, and what encumbrances already exist on the shares being transferred.
Control is the operative word. A principal may hold shares through a chain of intermediaries. A director may lack authority to sign. A share may carry a pledge that survives the transfer. Each of these facts is verifiable from official sources before the agreement is executed — if the right sources are consulted in the right order.
What this checklist coversIdentity, authority, ownership structure, encumbrances, and insolvency status of a principal across the jurisdictions where the target entity is registered. No single source covers all five. Who confirms itThe commercial register, the insolvency register, the UBO register (where accessible), and filed financial statements — each for a specific layer. Source and access condition are stated for each item below. What the sources do not showUndisclosed beneficial ownership, informal control arrangements, and pledges not filed with the relevant registry. The ceiling of what the sources allow is stated before any engagement. Registry facts available for this pageNo tariff or fee data is available for this row. Mechanism and access conditions are described without monetary figures.A shareholders agreement involves at minimum five distinct factual questions. Each requires a different source. Conflating them — or assuming one source answers more than one — is the most common error in pre-signing verification.
Layer 1 — Identity of the principal. The natural person or legal entity entering the agreement must match the registered record. For a legal entity, the commercial register shows the registered name, registration number, registered address, and legal form. For a natural person acting as a shareholder, identity is confirmed against the register entry for the shares held.
Layer 2 — Authority to sign. Who is authorised to execute the agreement on behalf of the entity? The commercial register shows the current directors or managing officers and the scope of their authority — sole signatory, joint signatory, or limited authority. A director whose authority is joint cannot bind the entity alone. This is not a matter of trust; it is a matter of what the register shows on the date of signing.
Layer 3 — Ownership of the shares being transferred or pledged. The shareholder list (Gesellschafterliste, register of members, or equivalent) shows who currently holds the shares and in what proportion. In some jurisdictions this is filed with the commercial register and publicly accessible. In others it is held by the company and not centrally filed. The checklist item is: which source, in this jurisdiction, confirms current share ownership — and has it been consulted?
Layer 4 — Encumbrances on the shares. A pledge, usufruct, or attachment on shares may survive a transfer. The source that records encumbrances varies by jurisdiction: it may be the commercial register, a separate pledge register, or a notarial record. If no central register exists for share pledges in the relevant jurisdiction, the checklist item is: has the company's own register of members been reviewed, and has the notary or company secretary confirmed the absence of encumbrances in writing?
Layer 5 — Insolvency and enforcement status. An insolvency filing, a winding-up order, or an enforcement action against the principal changes the legal position of the shares and the enforceability of the agreement. The insolvency register (where it exists) and the commercial register (which records winding-up and dissolution) are the primary sources. A negative result in the insolvency register does not guarantee the absence of a filed application; it confirms only what the register shows on the date of the search.
The commercial register is the starting point for every layer above. It confirms registered identity, current directors, and — in jurisdictions where shareholder lists are filed centrally — current ownership. It does not confirm:
These gaps are not defects in the register. They are structural features of how corporate information is disclosed in most jurisdictions. The checklist item is not "does the register show everything" but "what does the register show, and what must be confirmed from a different source."
In most EU jurisdictions, the UBO register is not publicly accessible following the CJEU ruling in C-37/20. Access requires a demonstrated legitimate interest, and the procedure for establishing that interest varies by jurisdiction. In the United Kingdom, the PSC register at Companies House is publicly accessible. In Poland, the CRBR is accessible. In both cases, the access regime is subject to change and should be verified against the current state of the register before reliance.
For jurisdictions where the UBO register is not accessible, the checklist item is: what is the highest level of the ownership chain that can be confirmed from accessible sources, and at what point does the chain become opaque? Naming the point of opacity is itself a result. It is not a failure of the verification process.
The commercial register shows what has been filed. It does not show what has been agreed privately. A shareholders agreement may contain drag-along rights, pre-emption waivers, or voting arrangements that are not filed anywhere. These are contractual, not registered, and they affect control without appearing in any official source.
The insolvency register shows what has been recorded. A filing made yesterday may not appear in the register today. The gap between filing and recording varies by jurisdiction and by the volume of filings at the relevant court.
The UBO register, where accessible, shows what has been declared. A declaration is made by the entity, not verified by the register. Discrepancies between the declared beneficial owner and the actual control structure are not detectable from the register alone.
The shareholder list shows who held shares at the time of the last filing. In jurisdictions where the list is updated only on a change of ownership, the current state may differ from the filed state if a transfer has occurred and not yet been notified.
Each of these limits is a ceiling, not a floor. The verification confirms what the sources allow. It does not confirm what the sources cannot reach.
When the shareholder list shows one owner and the UBO declaration shows another, the discrepancy is itself a material fact. It does not resolve in favour of either source. It requires explanation — either a recent transfer not yet reflected in one source, a filing error, or a structural arrangement that the declaration does not capture.
When the commercial register shows a director as authorised and the company's internal records show a resolution restricting that authority, the restriction may not be enforceable against a third party acting in good faith — but the checklist item is to establish which record governs in the relevant jurisdiction before the agreement is signed, not after a dispute arises.
Discrepancies between sources are reported as findings. They are not resolved by the verification process. Resolution requires legal advice in the relevant jurisdiction.
The table below maps each checklist item to the source that confirms it and the condition under which that source is accessible.
| Item | Source | Access condition | What the source does not confirm |
|---|---|---|---|
| Registered name and number of the entity | Commercial register | Generally public | Trading name, former names not in current entry |
| Current directors and scope of authority | Commercial register | Generally public | Undisclosed powers of attorney |
| Current shareholders and share proportions | Shareholder list / register of members | Filed centrally in some jurisdictions; held by company in others | Transfers not yet notified |
| Beneficial owner behind corporate shareholder | UBO register | Restricted in most EU jurisdictions post C-37/20; public in UK (PSC) and Poland (CRBR) | Accuracy of declaration |
| Pledges or encumbrances on shares | Pledge register / notarial record / register of members | Varies by jurisdiction; no central register in some | Informal arrangements |
| Insolvency or winding-up status | Insolvency register / commercial register | Generally public | Applications filed but not yet recorded |
| Filed financial statements | Company accounts register | Generally public; filing obligations vary | Management accounts, off-balance-sheet items |
| Enforcement actions against the principal | Court register / enforcement register | Varies by jurisdiction | Actions in jurisdictions not searched |
This checklist covers what can be confirmed from official sources. It does not cover:
Those questions require legal advice. This checklist establishes the factual foundation on which that advice operates.
Why does the checklist treat identity and authority as separate items? A director may be correctly identified in the register but lack authority to sign alone. A shareholder may be correctly identified but hold shares subject to a pledge. Identity confirms who the party is. Authority confirms what that party can do. The sources that answer each question are different, and both must be consulted.
What happens if the UBO register is not accessible in the relevant jurisdiction? The verification establishes the highest level of the ownership chain that accessible sources confirm, and names the point at which the chain becomes opaque. That result is reported as a finding. It does not prevent the verification from being completed; it defines the ceiling of what the sources allow.
Is a negative result in the insolvency register conclusive? No. A negative result confirms that no record appears in the register on the date of the search. A filing made recently may not yet be recorded. The checklist item is to note the date of the search and the register consulted, not to treat the result as a guarantee of absence.
Does the checklist apply to a single jurisdiction or to a cross-border structure? The checklist applies to each jurisdiction in which the principal holds a relevant entity. A principal holding shares through a chain of companies in three jurisdictions requires the checklist to be run against each jurisdiction separately. The sources, access conditions, and gaps differ by jurisdiction.
What is the difference between the shareholder list and the UBO declaration? The shareholder list shows the direct registered holder of the shares. The UBO declaration shows the natural person who ultimately owns or controls the entity, which may be several layers above the direct shareholder. Both are required. Neither substitutes for the other.
Sources:
Companies House (UK) — https://find-and-update.company-information.service.gov.uk — extracted 2026-10-01
Handelsregister (Germany) — https://www.handelsregister.de — extracted 2026-10-01
CRBR — Centralny Rejestr Beneficjentów Rzeczywistych (Poland) — https://crbr.podatki.gov.pl — extracted 2026-10-01
CJEU, Case C-37/20 — judgment on UBO register public access — referenced as legal framework, no case number cited in text
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