Control over a company is exercised through two distinct mechanisms: ownership and authority to act. Registers record both — but not always in the same place, not always in the same language, and not always at the same depth. The question of who controls a counterparty begins with who is authorised to sign, and what limits that authority.
Across 35 jurisdictions, the sources that answer this question differ in structure, access conditions, and update frequency. What they share is a ceiling: a point beyond which the official record does not go. That ceiling is stated before any engagement begins.
What the sources showRegistered signatories, directors, and scope of authority as filed with the relevant commercial or corporate register. Verified against filings extracted October 2026. Access conditionVaries by jurisdiction: some registers are open without registration; others require a national identifier, a declared legitimate interest, or a fee. Mechanisms described without figures where registry tariffs are not confirmed in primary sources. What the sources do not showInternal delegation of authority below board level, powers of attorney not filed with the register, and informal control arrangements are outside the scope of any official record. Update lagFiling deadlines vary from same-day (some common-law registers) to several months (some civil-law jurisdictions). The register reflects the last filed state, not the current operational state.Who is authorised to bind the company
Every commercial register records at least one natural person with authority to represent the entity externally. The form of that record differs by legal tradition.
In common-law jurisdictions, the register typically lists directors. Authority to sign flows from the articles of association and board resolutions, which may or may not be filed. The register shows appointment and removal; it does not always show the scope of individual authority.
In civil-law jurisdictions, the register records the Prokura, pouvoir, procura, or equivalent — a formal grant of authority with a defined scope. That scope is part of the public record. Restrictions on joint signatory requirements, monetary thresholds, or subject-matter limits are filed and searchable.
The distinction matters for a cross-border buyer. A director in a common-law entity may have broad implied authority. A Prokurist in a German GmbH has authority defined by statute and limited by what is filed. Neither can be assumed from the other.
Source: comparative analysis of commercial register filings across 35 jurisdictions · extracted October 2026
The register layer: what is filed and when
Commercial registers are the primary source for signatory authority. Across the 35 jurisdictions covered, the register layer produces four categories of information.
| Category | What is recorded | Typical filing trigger |
|---|---|---|
| Appointment | Name, date of appointment, role | Registration or change event |
| Scope of authority | Individual or joint; subject-matter limits | At appointment or amendment |
| Restrictions | Monetary thresholds, excluded transactions | Filed by the entity |
| Removal | Date of termination of authority | Change event |
Not all four categories are present in every jurisdiction. Some registers record appointment and removal only. Scope and restrictions, where they exist, are the most operationally significant — and the most frequently absent from automated data feeds.
The filing trigger is also material. In jurisdictions where changes must be filed within a short window, the register is a reliable near-real-time source. In jurisdictions where the filing deadline is measured in months, a register extract reflects a historical state. The gap between the operational reality and the filed record is not visible in the extract itself.
Beneficial control versus signatory authority
Signatory authority and beneficial control are not the same thing. A person may control a company without holding any registered authority to sign. A person may hold registered authority to sign without exercising any real control.
The sources that address these two questions are different.
Signatory authority is answered by the commercial register. Beneficial control — who ultimately owns or directs the entity — is answered by UBO registers, shareholder lists, and, where available, filed ownership declarations. Following the CJEU judgment in C-37/20, public access to UBO registers across EU member states is no longer the default. Access conditions vary by jurisdiction and are subject to ongoing legislative change.
For a cross-border buyer, the practical consequence is this: establishing signatory authority is a register exercise. Establishing beneficial control requires a separate source layer, with separate access conditions, in each jurisdiction.
The two exercises are run in parallel, not sequentially. A counterparty whose signatory is clearly identified but whose beneficial owner is opaque presents a different risk profile from one where both layers are visible.
Source: CJEU Case C-37/20 judgment; national UBO register access rules across EU member states · extracted October 2026
Cross-border complexity: 35 jurisdictions
A counterparty operating across multiple jurisdictions may have authority structures that differ by entity. A holding company in one jurisdiction may appoint a director in another. The authority of that director is governed by the law of the jurisdiction of incorporation, not the law of the holding company's domicile.
Across 35 jurisdictions, the following structural variations are regularly encountered.
Joint signatory requirements. Several civil-law jurisdictions require two signatories for transactions above a defined threshold, or for specific transaction types. The requirement is filed in the register. A contract signed by one person where two are required is not binding on the company.
Statutory limitations on authority. In some jurisdictions, certain transaction types — disposal of core assets, assumption of debt above a threshold, entry into long-term commitments — require board or shareholder approval regardless of what the register shows for individual authority. The register does not record these statutory limits; they are found in the applicable company law.
Powers of attorney. A counterparty may act through a power of attorney granted to a natural person who holds no registered role. Powers of attorney are filed in some jurisdictions and not in others. Where they are not filed, the register will not show the acting representative.
Branch authority. A foreign branch may have a locally registered representative whose authority is limited to the branch's activities. The scope of that limitation is found in the branch registration, not the parent entity's register.
Each of these variations requires a source-specific check. A single register extract does not resolve all four.
The limit of what the sources allow
The commercial register shows the filed state of authority at the time of extraction. It does not show:
- Internal delegations of authority below board level
- Powers of attorney not filed with the register
- Oral or informal authority arrangements
- The current operational state where filing lag exists
- Statutory limitations on authority that arise from company law rather than the filed record
- Whether a filed authority has been revoked by a court order not yet reflected in the register
The register is a necessary source. It is not a sufficient source for establishing actual control.
Where the chain of authority passes through a jurisdiction with restricted UBO access, the beneficial control layer cannot be established from public sources alone. The report states this explicitly: the chain is traced to the level the sources allow, and the point at which it stops is named.
A negative result — no filing, no record, no match — is itself a result. It is reported as such, with the source queried, the date of the query, and the access conditions applied.
Where the sources disagree
Discrepancies between sources are reported as findings, not resolved by editorial judgment.
The most common discrepancies encountered across 35 jurisdictions:
Register versus filed documents. The register index may show a director as active. The filed articles of association may contain a removal provision that has been triggered. The two sources are read together; where they conflict, both states are reported.
National register versus international data aggregator. Aggregated corporate data services draw from national registers but apply their own update cycles. A change filed with the national register may not appear in an aggregator for days or weeks. The national register is the primary source; aggregator data is not used as a substitute.
Filed authority versus stated authority. A counterparty may represent, in correspondence or in a contract, that a named individual has authority to sign. Where that representation is not supported by the register, the discrepancy is noted. The report does not resolve which version is correct; it records both.
Multiple jurisdictions, conflicting records. An entity operating in several jurisdictions may have authority structures that are consistent in some and inconsistent in others. Each jurisdiction is reported separately. No cross-jurisdictional inference is drawn.
What the report covers
The signatory and authority report establishes, from official sources, the following across the relevant jurisdictions:
- The identity of registered signatories and directors as at the date of extraction
- The scope of authority as filed, including joint signatory requirements and subject-matter restrictions
- The filing history: appointments, removals, and amendments within the available archive
- The access conditions applied to each source, including any requirement for a national identifier, declared interest, or fee
- The point at which the source chain stops and the reason it stops
The report does not include legal advice, qualification of the facts established, or recommendations on whether to proceed with a transaction.
FAQ
What is the difference between a director and an authorised signatory? A director holds a governance role within the company. An authorised signatory holds a specific grant of authority to bind the company externally. In some jurisdictions and entity types, these are the same person. In others — particularly where Prokura or equivalent exists — they are distinct roles with distinct scopes. The register records both where both exist.
Does a register extract confirm that a person currently has authority? A register extract confirms the filed state at the date of extraction. Where filing lag exists, the current operational state may differ. The report states the extraction date and the applicable filing deadline for the jurisdiction, so the potential gap is visible.
What happens if the counterparty is a branch of a foreign entity? The branch registration is checked in the jurisdiction of the branch. The parent entity's register is checked in the jurisdiction of incorporation. Authority at branch level is typically limited to the branch's activities; the scope of that limitation is found in the branch filing.
Can authority be established for a counterparty in a jurisdiction with restricted UBO access? Signatory authority is established from the commercial register, which is separate from the UBO register. Restricted UBO access affects the beneficial control layer, not the signatory authority layer. Both layers are reported; where one cannot be established, that is stated explicitly.
What does a negative result mean? A negative result — no filing found, no record matching the query — is reported as a finding. The source queried, the date, and the access conditions are recorded. A negative result does not confirm absence; it confirms that no record was found under the conditions applied.
How are discrepancies between sources handled? Where two sources produce conflicting information, both are reported. The report does not resolve the conflict by editorial judgment. The discrepancy itself is the finding.
Sources
- Commercial and corporate registers across 35 jurisdictions — accessed via official national register portals · extracted October 2026
- CJEU Case C-37/20 (Luxembourg Business Registers) — judgment on public access to UBO registers — curia.europa.eu
- National UBO register access rules — reviewed per jurisdiction against applicable implementing legislation · extracted October 2026
- Branch registration records — accessed via national register portals in jurisdictions where branch filings are held separately · extracted October 2026
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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
