A shareholders agreement binds the signing parties to each other. Before that binding takes effect, the question of control — who actually directs the counterparty, and what the shareholder can enforce against them — must be answered from official sources, not representations.
This report establishes the control layer: the registered ownership chain, the persons with authority to bind the entity, the filed financial position, and the enforcement record. Each finding is sourced and dated. Where a source does not answer the question, that gap is named explicitly.
What the report establishesRegistered ownership chain, directors with signing authority, filed financial statements, and court or insolvency record. Each finding is sourced and dated. Source: official corporate registries and court records across the relevant jurisdiction — verified 2026-09-01. AngleControl: who directs the entity, who can bind it, and what a co-shareholder can enforce. Verified against registry filings, not counterparty representations. What the sources do not showBeneficial ownership beyond the registered layer, undisclosed nominee arrangements, and off-register side agreements are outside the reach of any public source. The report names the point at which the chain stops. Price tiersSignal €890 · Standard €1900 · Extended €4200. Scope defined before payment.A shareholders agreement creates rights between the parties. Those rights are only as useful as the counterparty's ability and willingness to perform. Two facts determine that: who controls the entity, and whether that control has been exercised in a way that leaves a legal record.
Registered ownership establishes who holds the shares. It does not establish who gives the instructions. In many structures, the registered shareholder is a holding company, a nominee, or a trust. The report traces the chain to the point where the official record stops and identifies that stopping point precisely.
Directors with authority to bind the entity appear in the commercial register. The report extracts the current list, the scope of their authority, and any restrictions on joint signature requirements. A shareholders agreement signed by a director without authority to bind the entity is a known point of failure.
The filed financial position — where the jurisdiction requires filing — shows whether the entity is solvent and whether its stated capital matches the register. Discrepancies between the register and the filed accounts are a finding in themselves.
The enforcement record covers insolvency proceedings, court judgments, and enforcement actions in the relevant jurisdiction. A negative result is reported as a negative result, with the source and date. It does not mean no proceedings exist in other jurisdictions.
The starting point is the commercial register entry: the legal name, registration number, registered address, and the current list of shareholders with their stated holdings. Where the shareholder is itself a legal entity, the report traces one level further and identifies whether a further level is accessible from official sources.
The control chain is the sequence of entities between the counterparty and the natural person who ultimately directs it. In jurisdictions with a public beneficial ownership register, the declared ultimate beneficial owner is extracted and cross-referenced against the ownership chain. Where no such register exists, or where access is restricted, the report states that explicitly.
Nominee arrangements, trust structures, and undisclosed side agreements do not appear in any public register. The report does not speculate about their existence. It states where the official chain ends.
The commercial register records the directors or managing officers and the scope of their authority. The report extracts the current list and identifies any restrictions: joint signature requirements, limits on transaction value, or conditions attached to specific categories of act.
A shareholders agreement is a contract. The person signing it must have authority to bind the entity. That authority is verified against the register entry, not against the counterparty's representation.
Where the register shows a recent change in directors — within the twelve months before the report date — that change is flagged. It does not indicate a problem. It is a fact that belongs in the file.
Where the jurisdiction requires the entity to file annual accounts, the report extracts the most recent filed set. The filing date, the period covered, and the auditor's status (if shown) are recorded.
The report does not interpret the accounts or express a view on solvency. It records what is filed, when it was filed, and whether the filing is current under the jurisdiction's rules. A gap between the required filing date and the actual filing date is a finding.
Where the jurisdiction does not require public filing of accounts, the report states that. No inference is drawn from the absence of filed accounts in a jurisdiction that does not require them.
The insolvency register, where publicly accessible, is searched for the counterparty's legal name and registration number. A result is reported with the source and date. A negative result is reported as a negative result from that source on that date.
Court records vary significantly by jurisdiction. In some jurisdictions, a searchable public index of civil judgments exists. In others, access requires a formal request or is restricted to parties. The report states which sources were searched, what was found, and what could not be searched.
An insolvency search covers the jurisdiction of registration. It does not cover other jurisdictions where the entity may have operated or incurred liabilities.
The official record shows what has been filed. It does not show what has not been filed, what has been filed incorrectly, or what has been deliberately structured to remain outside the register.
Beneficial ownership beyond the registered layer. In EU member states, public access to beneficial ownership registers was restricted following the Court of Justice ruling in joined cases C-37/20 and C-601/20. Access conditions vary by member state and are subject to ongoing legislative change. The report states the access condition applicable at the time of extraction. Where access requires a demonstration of legitimate interest, the report describes the mechanism without guaranteeing access.
Nominee and trust structures. A nominee shareholder appears in the register as the holder of record. The underlying beneficial owner does not appear unless separately disclosed. The report identifies nominee indicators where they are present in the register — for example, a registered address that is a known corporate services provider — but does not confirm or deny the existence of a nominee arrangement.
Off-register agreements. A shareholders agreement, a pledge over shares, or a drag-along right may exist without appearing in the commercial register. Some jurisdictions require registration of share pledges; others do not. The report states the jurisdiction's rule and whether a pledge appears in the register. It does not confirm the absence of unregistered pledges.
Insolvency in other jurisdictions. The insolvency search covers the jurisdiction of registration. A group structure may have entities in multiple jurisdictions. Each requires a separate search. The report covers the jurisdictions specified in the order.
Stale data. Registers are updated on different cycles. A director change filed yesterday may not appear in the extract today. The report records the extraction date. It does not represent the register as current beyond that date.
The ceiling of what the sources allow is stated before payment. The report does not promise to answer questions that the sources cannot answer.
A discrepancy between sources is a finding, not an error in the report.
The most common discrepancy in pre-agreement counterparty reports is between the registered shareholder list and the beneficial ownership declaration. Where both sources are accessible, the report extracts both and notes any difference. A difference does not indicate fraud. It may reflect a filing delay, a restructuring in progress, or a jurisdiction-specific rule about when a change takes effect.
A second common discrepancy is between the registered capital and the filed accounts. The register records the stated capital at the time of registration or the last capital change. The accounts record the equity position at the balance sheet date. These are different things. The report records both and notes the difference without interpreting it.
A third discrepancy arises where the insolvency register and the commercial register show conflicting status. An entity may appear active in the commercial register while an insolvency application is pending but not yet registered. The report records the status in each source and the date of each extraction.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Commercial register extract: legal name, registration number, registered address, current directors, stated shareholders and holdings. Filing date and extraction date recorded. | Financial statements; insolvency search; court record; beneficial ownership register; second-level ownership chain. |
| Standard | €1900 | Everything in Signal, plus: most recent filed financial statements (where publicly available); insolvency register search in the jurisdiction of registration; second-level ownership chain where accessible from official sources; identification of nominee indicators in the register. | Court judgment index; beneficial ownership register where access requires demonstrated legitimate interest; jurisdictions outside the registration jurisdiction. |
| Extended | €4200 | Everything in Standard, plus: court and enforcement record in the jurisdiction of registration; beneficial ownership register where access is available; third-level ownership chain where accessible; discrepancy analysis across all sources extracted; written summary of the control chain and the point at which it stops. | Legal advice; qualification of findings; jurisdictions not specified in the order; sources that require the counterparty's consent to access. |
What is the difference between a counterparty report and legal due diligence? A counterparty report is a factual compilation from official sources. It establishes what the registers show, when they were extracted, and where they stop. Legal due diligence includes a lawyer's assessment of what the facts mean for a specific transaction and a specific legal position. This report is the first; it does not include the second.
Can the report confirm that the counterparty has no undisclosed liabilities? No source confirms the absence of undisclosed liabilities. The report searches the sources that are publicly accessible in the jurisdiction of registration and records what those sources show. Liabilities that have not been filed, registered, or adjudicated do not appear in any public source.
Does the report cover the counterparty's group structure? The Standard and Extended tiers trace the ownership chain to the second and third levels where official sources permit. Each level beyond the registered entity requires a separate source search. Where a level is not accessible from official sources, the report names that level and states why it is not accessible.
How long does the report take? Turnaround depends on the jurisdiction and the tier. Single-jurisdiction Signal reports are typically completed within three to five business days. Extended reports covering multiple levels of a group structure take longer. The timeline is confirmed at the time the order is placed.
What happens if a source is unavailable at the time of extraction? If a source is temporarily unavailable, the report records that fact and the date. If the source is structurally inaccessible — because access requires a national identifier, a domestic electronic signature, or a declaration of legitimate interest that cannot be satisfied — the report states that before the order is confirmed.
Is the report updated after delivery? The report reflects the state of the sources on the extraction dates recorded in it. It is not a monitoring service. A new extraction is required to reflect subsequent changes.
Sources: Official corporate registries, insolvency registers, and court record indexes in the jurisdiction of registration — extracted on dates recorded in each report. No single external URL applies across all jurisdictions covered; source details are specified in each delivered report.
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