A shareholder dispute does not begin with a court filing. It begins the moment one party suspects the other has acted outside the boundaries of what the corporate record permits. Before any procedural step, the question is factual: who controls the company, on what documentary basis, and what does the official record actually show?
Control is not always where the share register says it is. A registered majority shareholder may hold shares under a nominee arrangement. A director with no equity stake may hold a power of attorney that overrides the board. A pledge over shares, registered in a collateral registry, may have already transferred effective control to a creditor. The counterparty report maps the gap between the nominal record and the verifiable record — and states explicitly where that gap cannot be closed from public sources.
What the report establishesRegistered shareholders, directors, and any filed encumbrances on shares. Sources: national company registries and collateral registers, verified September 2026. What it does not establishUndisclosed nominee arrangements, oral side agreements, and beneficial ownership layers that sit above the registered entity — these are not visible in public filings. Condition of accessRegistry access conditions vary by jurisdiction: some require a registered account, a national identifier, or a declaration of legitimate interest. The report removes that path. PriceSignal €890 · Standard €1,900 · Extended €4,200. Fixed price, stated before payment.The company register is the starting point in every jurisdiction covered. It shows the legal name, registration number, registered address, current directors, and — in most civil law systems — the filed list of shareholders with their percentage stakes. In common law jurisdictions, the shareholder register is held by the company itself and is not always filed centrally; what the public registry shows is the confirmation statement or annual return, which may lag the current position by months.
When a dispute is live, the date of each filing matters as much as its content. A shareholder list filed six months before the dispute began is not the same as one filed the week after. The report pulls the filing history, not only the current snapshot, and records the date of each document retrieved.
Directors are listed with their appointment and, where filed, resignation dates. In jurisdictions where a director's authority requires a separate power of attorney filed with a notary or court, that document is retrieved where publicly accessible. Where it is not accessible, the report states that the authority instrument exists but its content is not verifiable from public sources.
Source: national company registries across covered jurisdictions · extracted September 2026
A share pledge is one of the most common instruments used to shift effective control without changing the register of members. In many jurisdictions, a pledge over shares is perfected by registration in a collateral or security register that is separate from the company registry. The two registers are not linked. A buyer or counterparty who checks only the company register will not see the pledge.
The report checks both layers where both exist. Where a collateral register is not publicly accessible — as is the case in several jurisdictions — the report states that the layer exists, that it is not publicly searchable, and that the absence of a result does not confirm the absence of an encumbrance.
The practical consequence in a dispute: if a pledge has been called and the pledgee has acquired voting rights or the right to appoint a director, the registered shareholder may no longer be the party who controls the board. That shift may not appear in the company register for weeks or months after it occurs.
Source: national collateral and security registers where publicly accessible · extracted September 2026
Following the Court of Justice of the European Union ruling in joined cases C-37/20 and C-601/20, public access to UBO registers across EU member states is no longer available as a default. Access is now conditional on demonstrating a legitimate interest, and the standard for that demonstration varies by jurisdiction. Several member states have not yet implemented a consistent access procedure.
Outside the EU, the position varies sharply. The UK's Persons with Significant Control register at Companies House remains publicly accessible without registration. Poland's CRBR is accessible. In the United States, the Corporate Transparency Act introduced a beneficial ownership register at FinCEN, but that register is not publicly searchable; access is restricted to law enforcement and financial institutions under defined conditions.
The report maps the beneficial ownership layer to the point the public record allows. Where the chain terminates at a registered entity without a disclosed natural person above it, the report names that entity, states the jurisdiction of its incorporation, and records that the chain ends there. It does not speculate about what lies above.
Source: PSC register (Companies House, UK) · CRBR (Poland) · national UBO registers where access is available · extracted September 2026
In jurisdictions where annual accounts are filed with the company registry, the financial statements are a secondary source of control information. Intercompany loans, related-party transactions, and guarantees given to connected entities appear in the notes to the accounts. A shareholder who has extended a loan to the company on non-market terms, or who has received a guarantee from the company for a personal obligation, occupies a different position than the register of members suggests.
The report retrieves filed accounts where they are publicly accessible. In Germany, handelsregister.de provides filed documents including Gesellschafterlisten and Jahresabschlüsse without registration since August 2022; the output is PDF and scanned documents, not structured data. In other jurisdictions, accounts are filed with a separate financial reporting authority and are accessible under different conditions.
Where accounts are not filed publicly — as is common for private companies in several jurisdictions — the report states that the layer is not accessible and describes what would be required to obtain it through a formal request or court order.
Source: handelsregister.de (Germany) · national financial reporting registries where publicly accessible · extracted September 2026
An insolvency filing against a counterparty changes the legal position of every shareholder immediately. The insolvency administrator acquires authority over the company's assets; the directors' powers are suspended or curtailed; and any transaction entered into after the filing date may be subject to avoidance.
The report checks national insolvency registers and court enforcement databases where they are publicly accessible. A negative result — no record found — does not confirm that no proceeding has been filed. Filing and registration are not simultaneous in most jurisdictions; the gap between a petition being lodged with the court and its appearance in the public register can range from days to weeks. The report records the date of the search and states that the result reflects the register at that moment.
In Spain, the Registro Público Concursal removes personal data from records after statutory retention periods expire. An absence of a record in that register does not establish that no proceeding occurred.
Source: national insolvency registers and court enforcement databases where publicly accessible · extracted September 2026
The report follows a fixed sequence regardless of jurisdiction:
The first layer is the company register: legal existence, current directors, filed shareholder list, filing history. The second layer is the collateral register: pledges over shares, floating charges, registered security interests. The third layer is the beneficial ownership register, where accessible. The fourth layer is filed financial statements. The fifth layer is insolvency and enforcement proceedings.
Each layer is checked independently. Where two sources cover the same fact and their records differ, the discrepancy is reported as a finding, not resolved by choosing one source over the other. A discrepancy between the filed shareholder list and the confirmation statement, or between the register of members and the UBO declaration, is itself a material fact in a dispute context.
The report does not interpret what the discrepancy means for the legal position of any party. That analysis belongs to legal advice, which is a separate instruction.
The ceiling of what the sources allow is stated before payment. This section names it.
Nominee arrangements are not visible in any public register. A registered shareholder who holds shares on behalf of another person will appear in the register as the owner. The nominee agreement, if it exists, is a private contract. No public source discloses it.
Oral side agreements between shareholders — on voting, on dividends, on exit — are not filed anywhere. Shareholders' agreements are private documents in most jurisdictions. Where they are filed (as in some Nordic jurisdictions), the report retrieves them. Where they are not, the report states that the existence of such an agreement cannot be confirmed or excluded from public sources.
Layers above the registered entity. Where the registered shareholder is a holding company incorporated in a jurisdiction with no public beneficial ownership register — a Delaware LLC, a BVI company, a Cayman Islands entity — the chain terminates at that entity. The report names the entity, states its jurisdiction, and records that no further layer is publicly accessible. It does not speculate about ownership above that point.
Timing gaps. Every result reflects the register at the moment of extraction. A transaction completed the day before the search but not yet filed will not appear. The report records the extraction date for every source.
Insolvency filings. A negative result in an insolvency register does not confirm the absence of a proceeding. It confirms the absence of a record at the time of the search.
When two official sources record the same fact differently, the report presents both records without resolving the conflict. Common discrepancies in a dispute context:
The filed shareholder list at the company registry shows one ownership structure. The UBO declaration filed with the beneficial ownership register shows a different natural person as the ultimate controller. Both are official filings. The discrepancy may reflect a transaction that was reported to one authority and not yet to the other, or it may reflect a deliberate structuring choice. The report records both and notes the date of each filing.
A director appears as current in the company register. Court enforcement records show a judgment against that individual in a capacity that may affect their authority to act for the company. The two records are from different registries and are not cross-referenced by either authority. The report presents both findings together.
A pledge over shares is registered in the collateral register. The company register shows no annotation of that pledge. In most jurisdictions, the two registries are not linked and neither is required to reflect the other. The report presents both findings and notes that the absence of an annotation in the company register does not affect the validity of the registered pledge.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Company register extract (current directors, filed shareholder list, filing history); insolvency register search; summary of findings | Collateral register; beneficial ownership register; filed financial statements; discrepancy analysis |
| Standard | €1,900 | All Signal content; collateral register search; beneficial ownership register search where accessible; filed financial statements where publicly available; discrepancy report where sources conflict | Jurisdictions where registry access requires a formal legal request or court order; analysis of legal consequences |
| Extended | €4,200 | All Standard content; multi-jurisdiction coverage (up to five jurisdictions per object); filing history across all layers; full discrepancy report with source-by-source comparison; written summary of what remains unverifiable and why | Legal advice; interpretation of findings for any specific legal position; access to non-public registers |
The price is fixed and stated before a request is submitted. Payment is arranged after the request is received.
What is the difference between a company register extract and a counterparty report? A company register extract is a single document from one source. A counterparty report checks multiple layers — company register, collateral register, beneficial ownership register, filed accounts, insolvency proceedings — and presents the results together, including any discrepancies between them. The extract is one input; the report is the assembled picture.
Can the report confirm that a shareholder agreement exists? In most jurisdictions, shareholders' agreements are private contracts and are not filed with any public authority. The report cannot confirm or exclude the existence of such an agreement from public sources. Where a jurisdiction requires filing (as in some Nordic systems), the report retrieves the filed document.
What happens if the registered shareholder is a holding company in an opaque jurisdiction? The report traces the chain to the point the public record allows. Where the chain terminates at an entity incorporated in a jurisdiction with no public beneficial ownership register, the report names that entity, states its jurisdiction of incorporation, and records that no further layer is publicly accessible. The Extended tier covers up to five jurisdictions per object, which allows the chain to be traced further where intermediate holding companies are incorporated in jurisdictions with accessible registers.
Does a negative insolvency result mean the counterparty is solvent? No. A negative result means no record was found in the searched register at the time of the search. Filing and registration are not simultaneous. The report records the extraction date and states the limitation explicitly.
How long does the report take? Turnaround depends on the number of jurisdictions and the accessibility conditions of the relevant registers. The timeline is confirmed when the request is received.
Is the report legal advice? No. The report is a factual compilation from official registers and public sources. It does not contain a legal qualification of the findings and does not advise on the legal position of any party. Legal advice is a separate instruction.
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