A secondary share sale transfers an existing stake. The seller controls what is disclosed. The buyer controls what is verified — but only if verification is ordered before signing.
This report establishes who actually controls the selling entity, what rights attach to the shares being sold, and where the official record stops. The angle is control: not the commercial terms of the transaction, but the governance layer underneath them.
What the report establishesRegistered ownership chain, director appointments, filed encumbrances, and the point at which the chain becomes opaque. Sources: national company registries and insolvency registers across the relevant jurisdictions · verified September 2026. ScopeCoverage spans up to 35 jurisdictions in a single instruction. Each jurisdiction is worked from its primary official register. Condition of accessRegistry access conditions vary by jurisdiction: some registers are open without registration; others require a national identifier, a declared legitimate interest, or a licensed intermediary. The applicable condition is stated in the report before delivery. What the report does not establishBeneficial ownership where the relevant register is closed or restricted. Verbal side-agreements. Encumbrances not filed in a public register. The report names the gap and its cause.Control in a secondary share sale is not always the person signing the transfer agreement. It may be a parent company, a trust, a nominee arrangement, or a chain of holding vehicles across multiple jurisdictions.
The report traces the registered ownership chain from the selling entity upward. Each layer is checked against the primary company register of its jurisdiction of incorporation. Where a layer is incorporated in a jurisdiction that does not disclose members or participants, the report states that fact explicitly — the jurisdiction, the register consulted, and the legal basis for non-disclosure.
Director appointments are verified separately. A director may hold no registered shares and still exercise effective control through a management agreement or a shareholders' agreement that is not filed publicly. The report identifies the registered directors and flags any discrepancy between the registered structure and the transaction documents provided.
Where a jurisdiction maintains a beneficial ownership register with public or conditional access, that register is consulted. The result — whether a record exists, whether access was granted, and what the record shows — is stated with the source and the date of retrieval.
Source: national company registries across applicable jurisdictions · verified September 2026
The rights attached to a share are set by the constitutional documents of the issuing company and, where applicable, by a shareholders' agreement. The report establishes what is on the public record.
Constitutional documents — articles of association, statutes, memoranda — are filed in the company register in most jurisdictions. The report retrieves the current filed version. Where amendments have been filed, the report identifies the most recent version and the date of filing.
Shareholders' agreements are private contracts. They are not filed in any public register in the jurisdictions covered. The report does not reconstruct their content. It identifies whether the transaction documents reference a shareholders' agreement and whether any filed document — a pledge, a restriction notice, or a consent requirement — indicates that one exists.
Encumbrances on the shares being sold are checked against the register where the issuing company is incorporated and, where applicable, against a separate security or pledge register. A filed pledge, a restriction on transfer, or a court-ordered freeze will appear in the report. An unfiled encumbrance will not.
Source: constitutional document filings, pledge and security registers, company registers · verified September 2026
A seller in insolvency proceedings may lack authority to transfer shares. A company subject to a moratorium may be prohibited from doing so. These facts are checked as a standard step.
Insolvency registers are maintained at national level. Coverage and update frequency vary. The report consults the primary insolvency register for each jurisdiction in the chain. A negative result — no record found — is reported with the caveat that filing delays and jurisdictional gaps mean absence of a record is not proof of absence of proceedings.
Where a jurisdiction does not maintain a publicly accessible insolvency register, the report states that fact and identifies the alternative source consulted, if any.
Source: national insolvency and bankruptcy registers · verified September 2026
Official registers record what has been filed. They do not record what has not been filed, what has been filed incorrectly, or what has been deliberately structured to remain off-register.
The following limits apply across the jurisdictions covered and are stated in the report before delivery:
Beneficial ownership registers in EU member states are not publicly accessible as a default following the CJEU ruling in joined cases C-37/20 and C-601/21. Access is conditional on demonstrated legitimate interest, and the condition is assessed by the national authority, not by the requesting party. Where access is refused or the register is closed, the report states the outcome and the basis.
Nominee arrangements are not visible in most company registers. A registered shareholder who is a nominee holds the shares on behalf of another party under a private agreement. The register shows the nominee. The report identifies indicators of nominee use — registered agent addresses, professional nominee service providers, patterns of identical shareholding across unrelated companies — but cannot confirm or deny the underlying arrangement from public sources alone.
Shareholders' agreements are private. Their existence may be inferred from filed documents, but their content is not on the public record.
Jurisdictions without public registers — including several offshore and low-disclosure jurisdictions — do not provide member or participant information through any public channel. The report identifies the jurisdiction, the register consulted, and the legal basis for non-disclosure. The chain is traced to the point where it stops and the reason is named.
Insolvency filing delays mean that a company may be subject to proceedings that have not yet appeared in the register at the time of retrieval. The report states the date of retrieval and does not represent the result as a real-time guarantee.
The ceiling of what the sources allow is stated before payment.
Discrepancies between sources are reported as findings, not resolved by the analyst.
Common patterns in secondary share sale counterparty work:
The company register shows one set of directors; the transaction documents name a different signatory as authorised representative. The report states both and identifies the filed authorisation document, if any.
The constitutional documents on file predate a capital increase referenced in the transaction documents. The report identifies the gap and the date of the last filed version.
The insolvency register shows no record; a court database in the same jurisdiction shows a pending creditor action against the same entity. Both results are reported with their sources and retrieval dates.
A pledge register shows an encumbrance on the shares; the seller's disclosure letter states the shares are unencumbered. The report states the filed record and the date of filing.
Source: cross-referenced against company registers, insolvency registers, court databases, and pledge registers · verified September 2026
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Registered ownership chain to first opaque layer; current directors; insolvency check on the selling entity; constitutional documents (current filed version); summary of access conditions per jurisdiction | Beneficial ownership register query; pledge and encumbrance check; shareholders' agreement indicators; cross-source discrepancy analysis |
| Standard | €1,900 | Everything in Signal, plus: pledge and encumbrance check on the shares being sold; beneficial ownership register query where access is available; shareholders' agreement indicators from filed documents; cross-source discrepancy report | Full chain trace beyond three holding layers; jurisdictions outside the 35 covered; legal qualification of findings |
| Extended | €4,200 | Everything in Standard, plus: full chain trace across all identified holding layers up to 35 jurisdictions; insolvency and court database check at each layer; detailed discrepancy analysis with source reconciliation; structured delivery format for transaction counsel | Legal advice; representation; any finding that requires access to non-public sources |
What triggers the need for a counterparty report before a secondary share sale?
A secondary share sale transfers an existing stake from a current holder to a buyer. The buyer receives the shares in the condition they are in — including any encumbrances, restrictions, or governance constraints that attach to them. A counterparty report establishes the registered state of those shares and the entity selling them before the transfer is executed.
How many jurisdictions can a single report cover?
A single instruction can cover up to 35 jurisdictions. Each jurisdiction is worked from its primary official register. Where a jurisdiction does not maintain a publicly accessible register for the relevant information, the report states that fact and identifies what was consulted instead.
What happens when a beneficial ownership register is closed?
Where a national beneficial ownership register is not publicly accessible — including EU member states following the CJEU ruling — the report states the outcome of the access attempt, the basis for refusal or restriction, and the point at which the ownership chain becomes opaque. The report does not substitute inference for a closed register.
Does the report cover shareholders' agreements?
Shareholders' agreements are private contracts and are not filed in any public register in the jurisdictions covered. The report identifies indicators of a shareholders' agreement in filed documents — consent requirements, transfer restrictions, pre-emption notices — but does not reconstruct the content of any private agreement.
What does a negative insolvency result mean?
A negative result means no record was found in the register consulted at the date of retrieval. It does not mean no proceedings exist. Filing delays and jurisdictional gaps are stated in the report. The retrieval date is included in every insolvency result.
Can the report be used as transaction due diligence?
The report is a factual compilation from official registers and public sources. It establishes what is on the public record and where the record ends. It does not constitute legal advice and does not qualify the findings for the purposes of any transaction. Transaction counsel determines how the findings are used.
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: Elena Moretti — Partner, Continental Europe, VLO Law Firm