A nominee director accepts personal liability the moment the appointment is registered. The company's beneficial ownership structure, the shareholder's enforcement history, and the existence of undisclosed encumbrances are not visible from the appointment document alone. A counterparty report maps what official sources confirm, what they leave open, and where the evidentiary chain stops — before the appointment is made, not after.
Control is the operative question. Who instructs the nominee, what authority that person actually holds in the underlying structure, and what the shareholder can compel under the governing law: these three questions define the risk profile of the appointment. The report addresses each from primary sources, with source attribution and a stated ceiling on what those sources allow.
What the report establishesIdentity and registration status of the instructing shareholder; ownership chain to the level the relevant registries disclose; existence of insolvency, enforcement or sanction records against the counterparty. Sources: corporate registries, insolvency registers, sanctions lists. Verified August–September 2026. What it does not establishBeneficial ownership beyond the layer the registry discloses; undisclosed nominee arrangements above the instructing shareholder; informal control exercised outside the corporate record. Condition of accessRegistry access conditions vary by jurisdiction. Some registers require a national identifier or a declaration of legitimate interest; others are open without registration. The report specifies the access condition for each source used. Qualification flagOff. The report compiles and presents facts. It does not qualify those facts legally or advise on whether the appointment should proceed.The report is structured in three layers: the corporate record, the person behind it, and the enforcement environment.
Corporate record. The instructing entity's registration status, registered address, stated share capital, and filed directorship history are drawn from the relevant corporate registry. Where the registry publishes shareholder lists or UBO declarations, those are extracted and dated. Where it does not, the report states the gap explicitly.
The person behind the record. The natural person or persons who appear as shareholders, directors, or authorised signatories are cross-referenced against sanctions lists maintained by OFAC, the EU, OFSI, and the UN Security Council. The search covers the name as registered, known transliterations, and associated entities named in the same filing.
Enforcement environment. Insolvency registers, court enforcement databases, and — where accessible — judgment registers are searched for the instructing entity and the natural persons identified in the corporate record. A negative result is reported with the source and the date of the search. The report does not represent that no proceeding exists; it represents what the searched sources showed on the date of extraction.
No single source answers the control question. The report works through a defined sequence, and each step narrows the residual uncertainty.
| Source layer | What it shows | What it does not show |
|---|---|---|
| Corporate registry (jurisdiction of incorporation) | Registered shareholders, directors, share capital, filing history | Beneficial owners above the registered layer; nominee arrangements |
| UBO or PSC register (where accessible) | Declared beneficial owner to the threshold set by local law | Ownership below the declaration threshold; undisclosed arrangements |
| Sanctions lists (OFAC, EU, OFSI, UN) | Designated persons and entities by name and identifier | Persons not yet designated; associated persons not named in the designation |
| Insolvency register (jurisdiction of incorporation and operation) | Filed insolvency proceedings, administrators, liquidators | Proceedings filed in jurisdictions not searched; informal restructurings |
| Judgment and enforcement databases (where accessible) | Recorded judgments and enforcement orders | Settled disputes; arbitral awards not registered in a public court record |
| Adverse media index | Published reporting on the counterparty and associated persons | Unpublished allegations; reporting in languages not covered by the index |
The sequence is fixed. Each layer is completed before the next is opened. Where a source returns no result, the report records the source, the search parameters, and the date — not a conclusion about the underlying fact.
Control in the context of a nominee appointment has a specific meaning. It is the capacity of the instructing party to direct the nominee's conduct, to replace the nominee, and to extract value from the company without the nominee's consent. The corporate record addresses the formal dimension of that capacity. It does not address the informal dimension.
What the corporate record establishes. The registered shareholder holds the voting rights the articles attribute to that share class. The articles, where filed, show what resolutions require shareholder approval, what the director can do without shareholder consent, and what the removal procedure is. These are facts from the filed document.
What the corporate record does not establish. Whether the registered shareholder acts on instruction from a third party is not visible in the registry. Whether a side agreement modifies the rights stated in the articles is not visible unless that agreement is filed. Whether the share is held under a trust, a pledge, or an undisclosed nominee arrangement is not visible unless the jurisdiction requires disclosure of that arrangement and the disclosure has been made.
Where the chain stops. The report states the layer at which the ownership chain becomes opaque. In jurisdictions that publish UBO declarations, the chain extends to the declared threshold. In jurisdictions that do not, the chain stops at the registered shareholder. In both cases, the report names the stopping point and the reason.
This is not a limitation of the report. It is a feature of the source architecture. A report that claims to establish beneficial ownership beyond what the registry discloses is not a more thorough report; it is an inaccurate one.
The shareholder's capacity to enforce rights against the nominee director depends on the governing law and the articles. Both are verifiable from filed documents.
The articles of association, where filed with the corporate registry, state the share class rights, the quorum and majority thresholds for shareholder resolutions, the procedure for removing a director, and any restrictions on share transfer. Where the articles are not filed publicly, the report notes the gap and identifies the mechanism by which a copy can be requested.
The governing law is the law of the jurisdiction of incorporation, unless the articles specify otherwise. The report identifies the governing law. It does not interpret it. Interpretation is a legal advisory function that sits outside the scope of this report.
Where the jurisdiction requires a shareholders' agreement to be filed or disclosed, the report checks for that filing. Where no such requirement exists, the report states that the existence of a shareholders' agreement cannot be confirmed or excluded from public sources.
Two checks carry a different character from the rest of the report. They are not about understanding the structure. They are about whether the appointment can proceed at all.
Sanctions. Appointing a nominee director to a company owned or controlled by a designated person or entity may constitute a prohibited transaction under applicable sanctions regimes, regardless of the nominee's knowledge. The report searches OFAC's SDN list, the EU consolidated list, OFSI's list, and the UN Security Council consolidated list. The search is run on the date of report preparation. Sanctions lists are updated without notice; the report does not substitute for ongoing monitoring.
Insolvency. A company in administration, liquidation, or subject to a moratorium may have restrictions on the appointment of new directors, on the disposal of assets, and on the incurring of new liabilities. The insolvency register search covers the jurisdiction of incorporation. Where the company operates in additional jurisdictions, those registers are searched at the Standard and Extended tiers.
The ceiling of what the sources allow is stated before payment. This section names it.
Beneficial ownership beyond the declared layer. No public source establishes who controls a company above the layer the registry discloses. If the registered shareholder is itself a company in a jurisdiction that does not publish UBO data, the chain stops there. The report names the stopping point. It does not speculate beyond it.
Side agreements and undisclosed arrangements. A shareholders' agreement, a pledge over shares, a trust declaration, or a power of attorney held by a third party may fundamentally alter the control picture. None of these are visible in the corporate record unless the jurisdiction requires their filing and the filing has been made.
Sanctions designations made after extraction. The sanctions search reflects the lists as of the date of extraction. A designation made the following day is not captured. The report date is the boundary.
Insolvency proceedings filed but not yet registered. In most jurisdictions, there is a gap between the filing of an insolvency application and its appearance in the public register. A negative result in the insolvency register does not confirm that no application has been filed.
Jurisdictions not searched. The report searches the jurisdictions specified in the scope. A company with operations, assets, or enforcement history in jurisdictions outside the scope is not fully covered. The Extended tier expands the jurisdictional scope; the report specifies which jurisdictions are covered at each tier.
Where the corporate registry, the UBO declaration, and the filed accounts present inconsistent information about ownership or control, the report records the inconsistency as a finding. A discrepancy between the registered shareholder and the declared beneficial owner is itself a result. It is not resolved by the report; it is presented as a fact requiring further inquiry.
Similarly, where the registered address differs from the address in filed accounts, or where the directorship history shows gaps inconsistent with the filing record, those discrepancies are noted. The report does not explain them. It records them.
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €890 | Corporate registry extract (jurisdiction of incorporation); sanctions list search (OFAC, EU, OFSI, UN); insolvency register search (jurisdiction of incorporation); shareholder and director identification; stated ceiling on source coverage | UBO register search; additional jurisdiction insolvency searches; adverse media index; shareholders' agreement filing check |
| Standard | €1,900 | All Signal content; UBO or PSC register search where accessible; insolvency register search in up to three jurisdictions of operation; shareholders' agreement filing check; adverse media index (English and major European languages); discrepancy report where sources conflict | Jurisdictions beyond the three covered; languages outside the index; interpretation of governing law |
| Extended | €4,200 | All Standard content; insolvency and enforcement searches across all identified jurisdictions of operation; judgment and enforcement database search; extended adverse media index; full discrepancy and gap analysis; written summary of source ceiling by jurisdiction | Legal advice; interpretation of articles or governing law; ongoing monitoring after report delivery |
How long does the report take to prepare? Signal tier: three to five business days from receipt of the counterparty's full legal name, jurisdiction of incorporation, and registration number. Standard tier: five to eight business days. Extended tier: ten to fifteen business days, depending on the number of jurisdictions covered. Timelines assume registry access is not restricted by a national identifier or declaration requirement that delays extraction.
What information is needed to begin? The counterparty's full legal name as registered, the jurisdiction of incorporation, and the company registration number. For the sanctions search, the full names of the natural persons identified as shareholders or directors in the most recent filing. If a UBO declaration has been made, the declared beneficial owner's name and nationality. The report cannot be prepared without the registration number; name-only searches return unreliable results in most registries.
Does the report cover the nominee's liability exposure? No. The report establishes facts about the counterparty: who controls the company, what the shareholder can enforce, and what the enforcement environment looks like. It does not assess the nominee's liability under the governing law, advise on whether the appointment should proceed, or qualify the facts established. Those are legal advisory functions outside the scope of this report.
What happens if the registry is inaccessible at the time of extraction? The report records the access attempt, the date, and the reason for inaccessibility. If the registry requires a national identifier or a declaration of legitimate interest that cannot be satisfied remotely, the report states that and identifies the alternative access mechanism, if one exists. The scope is not represented as complete if a source could not be accessed.
Is the report updated if circumstances change after delivery? No. The report reflects the sources as of the extraction dates stated in the document. Sanctions designations, insolvency filings, and registry updates made after those dates are not captured. Ongoing monitoring is not included in any tier and is not offered as a standalone service through this report.
Can the report be used as a legal document in a regulatory filing? The report is a factual compilation from official sources. It is not a legal opinion, a certified extract, or a notarised document. Whether it satisfies the evidentiary requirements of a specific regulatory filing depends on the rules of that filing, which the report does not address.
Sources
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