A put option transfers risk in one direction. Before signing, the question is not whether the counterparty exists — it is whether the party who controls it will still be reachable, solvent, and bound when the option is exercised.
Control is the operative word. Registered directors change. Nominee shareholders obscure beneficial ownership. Holding structures shift obligations across borders. The report described here maps control as it appears in official sources, names the point where the record ends, and states what cannot be established before that ceiling is reached.
What the report establishesIdentity of registered shareholders and directors, UBO disclosure where the applicable register requires it, insolvency status, and filed financial statements — verified against official registries as of the date of extraction. CoverageUp to 35 jurisdictions within a single engagement, depending on the tier selected. Price tiersSignal €890 · Standard €1,900 · Extended €4,200. Fixed price; scope is defined before payment. What the sources do not showUndisclosed nominee arrangements, oral side agreements, and beneficial ownership in jurisdictions where the register is closed to foreign applicants without a declared legitimate interest.A put option gives one party the right to sell at a fixed price. The obligation to buy falls on the counterparty. If that counterparty is a shell with no assets, or if the person who controls it has transferred value elsewhere, the option is unenforceable in practice regardless of its legal validity.
Three control-layer questions arise before signing:
Each question has a corresponding official source. Each source has a ceiling. The report maps both.
Corporate registers in most jurisdictions record the legal owner of shares, not the economic beneficiary. In jurisdictions with a UBO register, beneficial ownership is disclosed to the register — but access conditions for foreign applicants vary significantly after the CJEU ruling in joined cases C-37/20 and C-601/20.
The following table summarises the source categories used in this report.
| Source category | What it records | Access condition | Known ceiling |
|---|---|---|---|
| Commercial / company register | Registered shareholders, directors, share capital, constitutional documents | Generally public; some require national e-ID or declared interest | Nominee shareholders not distinguished from beneficial owners |
| UBO / beneficial ownership register | Declared ultimate beneficial owner | Post-CJEU: restricted in EU; open in UK (PSC register) and Poland (CRBR) | Self-declared; not independently verified by the register |
| Insolvency / restructuring register | Filed petitions, opened proceedings, appointed administrators | Generally public; deletion timelines apply in some jurisdictions | Petition filed but not yet published may not appear |
| Filed financial statements | Balance sheet, profit/loss, auditor notes | Public in most EU jurisdictions; not available in Delaware LLC or similar | Filed figures; not audited in all jurisdictions |
| Court enforcement register | Judgments, enforcement orders, asset freezes | Varies by jurisdiction; some require creditor standing | Civil judgments only; criminal asset freezes may sit in separate system |
Source categories verified against registry documentation · extracted 2026-09-01
The report works outward from the counterparty's registered seat. Each layer of the ownership chain is checked against the register of the jurisdiction where that layer is incorporated.
Step 1 — Registered seat. The counterparty's company register entry is extracted: shareholders, directors, share capital, date of last filing, and any filed constitutional amendments.
Step 2 — Intermediate holding entities. Where a shareholder is itself a legal entity, the same extraction is performed for that entity in its jurisdiction of incorporation. This continues until a natural person appears as the registered owner, or until the chain reaches a jurisdiction where the register does not disclose ownership.
Step 3 — UBO cross-check. Where a UBO register is accessible, the declared beneficial owner is compared against the ownership chain established in Steps 1 and 2. Discrepancies are noted as findings, not resolved.
Step 4 — Insolvency and enforcement. Each entity in the chain is checked against the insolvency register of its jurisdiction and, where accessible, against court enforcement records.
Step 5 — Financial statement review. Filed accounts are extracted for the counterparty and, at Extended tier, for material intermediate entities. The review covers solvency indicators: net assets, current liabilities, and auditor qualifications.
Step 6 — Findings summary. The report states what was established, what was not established, and at which step the chain became opaque. No legal qualification is attached to the findings.
Official registers record what was filed. They do not record what was not disclosed.
The following conditions create a ceiling that no registry-based report can exceed:
Nominee arrangements. A nominee shareholder appears in the register as the legal owner. The beneficial owner does not appear. Unless the jurisdiction requires UBO disclosure and the register is accessible to the applicant, the beneficial owner is not identifiable from official sources.
Closed UBO registers. Following the CJEU ruling, EU member states are not required to grant public access to UBO registers. Access may require demonstration of a legitimate interest. The conditions for satisfying that requirement differ by jurisdiction and, in some cases, by the discretion of the competent authority.
Jurisdictions without public ownership disclosure. Delaware LLCs, certain offshore structures, and some civil law jurisdictions do not require public disclosure of members or shareholders. The report names the jurisdiction and states that ownership is not publicly recorded — it does not substitute an estimate.
Filing lag. A change in directors or shareholders takes effect on the date of the corporate act. It appears in the register on the date of filing. In some jurisdictions, that lag is measured in weeks. The report reflects the register as of the extraction date.
Insolvency petition not yet published. A petition may be filed with the court before it appears in the insolvency register. A negative result in the register does not certify the absence of a filed petition.
Oral and undocumented arrangements. Side letters, oral agreements, and undocumented nominee arrangements are not visible in any official source. The report does not speculate about their existence.
The ceiling of what the sources allow is stated before payment.
When the ownership chain established from company registers differs from the UBO register declaration, the report records both versions and identifies the discrepancy.
Common patterns:
Each discrepancy is a finding. The report does not resolve it. Resolution requires legal process in the relevant jurisdiction.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Registered shareholders and directors at counterparty level; insolvency check in jurisdiction of registered seat; findings summary | Intermediate holding entities; UBO cross-check; financial statement review; jurisdictions beyond the registered seat |
| Standard | €1,900 | Full ownership chain to natural person or opacity point across up to 3 jurisdictions; UBO cross-check where register is accessible; insolvency check at each chain level; counterparty financial statement review | Intermediate entity financial statements; court enforcement records; jurisdictions beyond 3 in the chain |
| Extended | €4,200 | Full ownership chain across up to 35 jurisdictions; UBO cross-check in all accessible registers; insolvency and court enforcement check at each level; financial statement review for counterparty and material intermediate entities; discrepancy analysis | Jurisdictions where register access requires creditor standing or court order; resolution of discrepancies; legal qualification of findings |
Prices are fixed. Scope is defined before payment. Payment is arranged after a request is submitted.
What does the report establish that a standard company search does not? A standard company search returns the register entry for one entity in one jurisdiction. This report traces the ownership chain across jurisdictions, cross-checks UBO declarations, checks insolvency at each level, and states explicitly where the chain becomes opaque. The finding of opacity is itself a result.
Can the report confirm that the counterparty has assets sufficient to honour the put option? The report extracts filed financial statements where they are publicly available. Filed figures reflect the position at the date of the last filed accounts, not the current date. The report does not value assets, does not verify current liquidity, and does not project future solvency. Those questions require a different engagement.
What happens if the counterparty is incorporated in a jurisdiction where ownership is not publicly disclosed? The report names the jurisdiction, states that ownership is not publicly recorded in that jurisdiction, and identifies the point in the chain where the record ends. It does not substitute an estimate or inference for a missing official record.
How long does the report take? Turnaround depends on the tier and the number of jurisdictions in the chain. Signal reports are typically completed within three to five business days. Standard and Extended reports depend on register response times in the relevant jurisdictions. An indicative timeline is confirmed at the time of the request.
Is the report updated if the register changes after delivery? The report reflects the state of the registers as of the extraction dates stated in the document. It is not a monitoring service. If the option exercise date is materially later than the report date, a refresh extraction can be ordered separately.
Does the report cover criminal records or sanctions lists? Sanctions screening against publicly available lists (OFAC, EU consolidated list, UN) is included at Standard and Extended tiers. Criminal records are not accessible through official registers in most jurisdictions and are not included at any tier.
The following source categories are used in this report. Specific registries are identified in the delivered report by jurisdiction, with extraction dates.
Source categories verified · extracted 2026-09-01
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