A counterparty report assembled before an investor due diligence round answers one question first: who actually controls the entity, and what can a shareholder enforce against that control. The answer comes from official registers, filed financial statements, and court records — not from representations made by the counterparty itself.
The angle is control. Ownership on paper and operational control frequently diverge. A shareholder list names the registered holders; it does not name the person who instructs them. Establishing that gap — and stating clearly where the official record ends — is the purpose of this report.
What the report establishesRegistered shareholders with stated percentages, directors of record, filed financial statements, and any insolvency or enforcement proceedings on record. Sources vary by jurisdiction. What it does not establishBeneficial ownership beyond the registered layer, undisclosed nominee arrangements, and off-register shareholder agreements. These limits are stated before payment. Jurisdictions covered35 jurisdictions across the cross-border corporate market. Source availability is mapped per jurisdiction before the report is commissioned. Price tiersSignal €890 · Standard €1900 · Extended €4200. Scope per tier is defined below.The report follows a fixed sequence. Each layer depends on the one before it.
Layer 1 — Corporate identity. The registered name, registration number, legal form, and registered address are confirmed from the primary commercial register of the jurisdiction of incorporation. Where the register is publicly accessible, the report notes that fact and states the access path. Where access requires a national identifier, a declared legitimate interest, or a local intermediary, the report states which condition applies.
Layer 2 — Shareholder structure. The registered shareholders are extracted from the most recent filed shareholder list or equivalent document. The report records the percentage held, the date of the filing, and the document reference. Where the register does not disclose shareholders — as is the case in several common-law jurisdictions for private companies — the report states that the layer is unavailable from this source and identifies any alternative filing that may carry partial information.
Layer 3 — Directors and authorised signatories. Current directors, their appointment dates, and any registered limitations on their authority are extracted from the corporate register. Resigned directors within the review period are noted where the register retains historical filings.
Layer 4 — Filed financial statements. Where the jurisdiction requires filing of annual accounts, the most recent available statements are reviewed for indicators relevant to control: related-party transactions, intercompany loans, and changes in equity structure. Where filing is not mandatory or where the entity falls below the threshold for public disclosure, the report states that this layer is unavailable.
Layer 5 — Insolvency and enforcement. The relevant insolvency register, court enforcement index, or equivalent public record is checked. A negative result is recorded as such. The report does not treat a negative result as proof of absence: filing dates and publication lags vary by jurisdiction, and some registers remove entries after statutory periods.
Layer 6 — Sanctions and regulatory status. Consolidated sanctions lists maintained by the EU, OFAC, and the UN are checked against the entity name, registration number, and principal individuals identified in layers 2 and 3.
Registered ownership is a legal fact. Control is an operational reality. The two coincide in straightforward structures. They diverge in holding chains, nominee arrangements, and structures where voting rights are separated from economic rights.
This report establishes the registered layer with precision. It identifies the point at which the chain becomes opaque and states why: the register does not require disclosure at that level, the jurisdiction has not implemented a beneficial ownership register accessible to third parties, or the relevant filing has not been made.
The European Court of Justice ruling in joined cases C-37/20 and C-601/20 restricted public access to UBO registers across EU member states. Access now requires a demonstrated legitimate interest in most jurisdictions. The report identifies which registers are accessible on the facts of the engagement and which require a formal access request.
The United Kingdom's Persons with Significant Control register remains publicly accessible via Companies House under the Open Government Licence. Poland's CRBR register is accessible subject to conditions verified at the time of the engagement. Both are noted in the source map where relevant.
Delaware LLCs do not disclose members in the public register. The report records this as a structural limit, not a gap in the search.
An investor conducting due diligence on a target will receive a data room. The data room is assembled by the counterparty. A counterparty report assembled independently — before the data room is opened — establishes a baseline from public sources that does not depend on what the counterparty chooses to include.
Discrepancies between the public record and the data room are themselves findings. A shareholder list in the data room that differs from the filed register requires explanation. A director named in the register who does not appear in the data room warrants a question. A financial statement in the data room that differs from the filed version is a material inconsistency.
The report does not evaluate the data room. It establishes the public-record baseline against which the data room can be read.
A counterparty operating across multiple jurisdictions requires a source map before the report is commissioned. The map identifies, for each jurisdiction in the structure:
The map is produced as part of the Extended tier. At Signal and Standard tiers, the report covers the primary jurisdiction of incorporation and any secondary jurisdiction identified in the brief.
Across the 35 jurisdictions in this track, access conditions range from fully open registers with no registration requirement to registers that require a local intermediary, a national electronic identity, or a formal written request with a stated purpose. The report states the access condition for each source used.
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 outside the filing requirement.
The following limits apply across this report type and are stated before payment:
The registered shareholder is the person on the register. The beneficial owner is the person who ultimately controls or benefits. In jurisdictions without a publicly accessible UBO register, the report cannot establish beneficial ownership from official sources alone.
Nominee arrangements are not disclosed in most registers. Where a nominee is used, the register shows the nominee. The report identifies structural indicators — such as a professional nominee service provider appearing across multiple unrelated entities — but cannot confirm the arrangement from the register itself.
Shareholder agreements are private contracts. They are not filed in most jurisdictions. A shareholder agreement that modifies voting rights, transfer restrictions, or control mechanisms is not visible in the corporate register.
Off-balance-sheet liabilities, contingent claims, and undisclosed related-party transactions are not visible in filed financial statements unless the applicable accounting standard requires disclosure.
Court proceedings that have not yet resulted in a registered judgment, enforcement action, or insolvency filing are not visible in the public record at the time of the search.
The report states, for each layer, what was found, what was not found, and why the absence of a finding does not constitute confirmation of absence.
When two official sources carry conflicting information about the same entity, the conflict is recorded as a finding, not resolved by the report.
Common conflict patterns across the 35-jurisdiction scope:
A shareholder list filed with the commercial register may differ from the shareholder structure disclosed in the filed financial statements. The register records the legal position at the date of filing; the financial statements reflect the position at the accounting date. A gap between the two dates can produce a legitimate discrepancy. A gap that cannot be explained by timing warrants further inquiry.
A director named in the register may not appear in the financial statements as a signatory. This may reflect a change in the signing authority that has not been updated in one source. It may also reflect a more substantive question about who exercises authority in practice.
A sanctions check that returns a name match on an individual associated with the entity requires verification against the full identifying details. A name match alone is not a confirmed hit. A confirmed hit on a director or registered shareholder is recorded as a finding without legal qualification.
The report records each conflict, identifies the sources that carry the conflicting information, and states the date of each source. Resolution is outside the scope of the report.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Corporate identity, registered shareholders, directors of record, and sanctions check for the primary jurisdiction of incorporation. Source map for one jurisdiction. | Secondary jurisdictions, financial statements review, insolvency search, cross-border holding chain. |
| Standard | €1900 | All Signal content plus filed financial statements review, insolvency and enforcement search, and coverage of one secondary jurisdiction identified in the brief. Conflict log where sources disagree. | Full holding chain mapping, UBO access requests, jurisdictions beyond the two covered. |
| Extended | €4200 | All Standard content plus source map for up to five jurisdictions, holding chain tracing to the point of opacity, UBO register access requests where accessible, and a structured conflict log across all sources. Stated limit of knowledge per jurisdiction. | Jurisdictions beyond five, private contract review, data room evaluation, legal qualification of findings. |
What is the difference between this report and a standard company search? A company search returns a snapshot of the register at a point in time. This report applies a structured sequence across multiple source layers — corporate register, financial filings, insolvency records, sanctions lists — and records where each layer ends and why. The conflict log and the stated limit of knowledge are not produced by a register search.
Does the report cover the beneficial owner? The report establishes the registered shareholder layer. Where a publicly accessible UBO register exists and access conditions are met, the report includes the UBO filing. Where no accessible UBO register exists, the report states that limit explicitly. Beneficial ownership beyond the registered layer cannot be established from official sources in most jurisdictions.
How long does the report take? Turnaround depends on the number of jurisdictions and the access conditions of the relevant registers. Signal tier reports for a single jurisdiction are typically completed within three to five business days. Extended tier reports covering multiple jurisdictions require a timeline confirmed at the time of the engagement.
What happens if a register is temporarily unavailable? The report records the access attempt, the date, and the reason for non-availability. Where a register is temporarily offline, the report is delivered with that layer noted as pending and updated when access is restored, within the agreed timeline.
Can the report be used in transaction negotiations? The report is a factual compilation from official sources. It is not a legal opinion and does not carry legal qualification of the findings. Its use in negotiations, as a basis for representations, or as due diligence documentation is a matter for the legal advisers on the transaction.
What if the counterparty is incorporated in a jurisdiction not covered by the 35-jurisdiction scope? The source map produced at Extended tier identifies available sources for any jurisdiction. Where a jurisdiction falls outside the standard scope, availability and access conditions are assessed before the report is commissioned and confirmed in the engagement brief.
Sources:
Official commercial registers, insolvency registers, and court enforcement indices for the jurisdictions covered — accessed per engagement. Specific register names, URLs, and extraction dates are recorded in the source annex of each delivered report.
EU Consolidated Sanctions List — eeas.europa.eu/topics/sanctions-policy — verified 2026-09-15
OFAC Specially Designated Nationals List — ofac.treas.gov — verified 2026-09-15
UN Security Council Consolidated List — un.org/securitycouncil/sanctions/information — verified 2026-09-15
Companies House (United Kingdom) — find-and-update.company-information.service.gov.uk — verified 2026-09-20
CRBR (Poland, Central Register of Beneficial Owners) — crbr.podatki.gov.pl — verified 2026-09-20
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