Related party transactions are not always disclosed. The counterparty's registered ownership may point in one direction; the actual control may point in another. This report maps the gap between the two — using official registers, filed financial statements, and court records — and states explicitly where the documentary trail ends.
Control is the operative question. The report does not assess whether a transaction is fair. It establishes who the registered owners are, who the directors are, whether any of those persons appear in records connected to the principal, and where the chain of ownership becomes opaque. That boundary is stated before payment is made.
What the report establishesRegistered ownership, directorship, and any documented connection between counterparty principals and the instructing party — drawn from official registers and filed documents. What it does not establishBeneficial ownership where the jurisdiction does not publish a UBO register; undisclosed nominee arrangements; informal control exercised outside the corporate record. Condition of accessNo jurisdiction covered requires the instructing party to hold a national identifier. Access conditions vary by register; each is described in the report. Data limitThe ceiling of what the sources allow is stated before payment. No register provides a complete picture of actual control in every case.What a related-party counterparty report covers
The report is built in layers. Each layer draws on a distinct category of official source. No layer is skipped; each gap is recorded.
Layer 1 — Corporate register. The registered name, registration number, registered address, date of incorporation, and current status are extracted from the relevant national register. Where the register publishes a list of shareholders or members, that list is included with the percentages on record. Where it does not, the absence is noted.
Layer 2 — Directorship record. Current and historical directors are extracted. Overlapping directorships — where a director of the counterparty also appears in records connected to the instructing party or its affiliates — are flagged as a finding, not an inference.
Layer 3 — Filed financial statements. Where the jurisdiction requires filing of annual accounts, the most recent available set is reviewed for related-party transaction disclosures, intercompany balances, and any named connected parties. Where accounts are not filed publicly, the absence is recorded.
Layer 4 — Insolvency and enforcement record. The counterparty and its principals are checked against publicly accessible insolvency registers and, where available, enforcement databases. A negative result is recorded as such; it does not certify the absence of a filed application not yet indexed.
Layer 5 — UBO register (where accessible). Post-CJEU C-37/20, EU member state UBO registers are not open to the general public by default. Access depends on demonstrated legitimate interest, national implementation, and in some jurisdictions a formal application. Where access is possible, the result is included. Where it is not, the layer is described and the reason for non-access is stated.
The order of steps
The report follows a fixed sequence. The sequence is not adjusted to produce a preferred result.
- Identify the correct legal entity — name, jurisdiction, registration number.
- Extract the current corporate record from the national register.
- Extract the directorship history.
- Cross-reference directors and shareholders against records connected to the instructing party.
- Retrieve filed financial statements and review related-party disclosures.
- Check insolvency and enforcement registers.
- Attempt UBO register access; record outcome.
- Compile findings; state each source, extraction date, and access condition.
- State the limit of what the sources allow.
No step is presented as complete when it is not. If a register is temporarily unavailable, the report records the date of the attempt and the status returned.
Where related-party connections appear in official records
Official records surface related-party connections in four ways.
Shared directorships. A director of the counterparty who also appears as a director, officer, or registered agent of an entity connected to the instructing party is a documented overlap. The connection is a matter of public record; its significance is not assessed in this report.
Shareholder overlap. Where shareholder lists are public, a common shareholder between the counterparty and an entity connected to the instructing party is recorded. Shareholder lists are public in some jurisdictions and not in others; the report states which applies.
Related-party disclosures in filed accounts. Many accounting standards require disclosure of transactions with connected parties in annual financial statements. Where accounts are filed publicly, those disclosures are extracted verbatim. Where accounts are not filed, the layer is absent.
Registered address overlap. A shared registered address between the counterparty and an entity connected to the instructing party is recorded as a finding. Registered address overlap is common in nominee arrangements and does not by itself establish control.
Jurisdictions and source variation
This report covers counterparties in up to 35 jurisdictions. The sources available differ materially by jurisdiction.
| Jurisdiction type | Corporate register | Shareholder list public | UBO register accessible | Filed accounts public |
|---|---|---|---|---|
| Common law (UK, Ireland, Australia) | Yes — structured data | Yes (UK PSC; Ireland CRO) | UK PSC: yes; others: varies | Yes |
| Continental EU (DE, FR, NL, PL, etc.) | Yes — varies by format | Varies by jurisdiction | Post-CJEU: restricted | Varies; DE free since 2022 |
| Offshore / low-disclosure (BVI, Cayman, Panama) | Partial — name and status only | No | No public register | No |
| CIS and Caucasus | Varies — some open, some restricted | Varies | Varies | Varies |
| US (Delaware, Wyoming, Nevada) | Name and agent only | No | FinCEN BOI: federal, not public | No state filing |
The table reflects the general pattern. Each report states the specific access conditions for the specific jurisdiction of the counterparty.
Where a jurisdiction provides no public shareholder list, no public UBO register, and no filed accounts, the report states that explicitly. The corporate record — name, registration number, registered address, directors — remains available in almost all jurisdictions. That is the floor, not the ceiling.
The limit of what the sources allow
Official registers record what was filed. They do not record what was not disclosed.
A nominee shareholder arrangement does not appear in the register as a nominee arrangement. It appears as a shareholder. The underlying beneficial owner may be disclosed in a UBO register, in filed accounts, or not at all. The report states which of those three applies.
A director who acts on instructions from an undisclosed principal does not appear in the register as a nominee director. The register shows the name and appointment date. The report records that; it does not infer the underlying arrangement.
Intercompany loans and related-party transactions are disclosed in filed accounts only where the applicable accounting standard requires it and the accounts are filed publicly. Where neither condition is met, the layer is absent from the report.
The UBO register layer is the most variable. In EU jurisdictions, access post-CJEU C-37/20 requires a demonstrated legitimate interest. The standard for what constitutes legitimate interest is set nationally. In some jurisdictions, a pending transaction is sufficient. In others, a formal application with supporting documentation is required. In offshore jurisdictions, no public UBO register exists. The report states the outcome of the access attempt in each case.
The ceiling of what the sources allow is stated before payment. If the jurisdiction of the counterparty is one where the corporate record is the only publicly accessible layer, that is stated in the scope confirmation before the report is commissioned.
What is included at each tier
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Corporate register extract (name, number, address, status, directors); directorship cross-reference against instructing party's known entities; insolvency register check; source list with extraction dates | Shareholder list; filed accounts review; UBO register access attempt; related-party disclosure extraction |
| Standard | €1,900 | All Signal content; shareholder list (where public); filed financial statements review including related-party disclosures; UBO register access attempt with outcome recorded | Jurisdictions beyond the primary registration; enforcement database checks outside insolvency; translation of filed documents |
| Extended | €4,200 | All Standard content; up to three jurisdictions (primary plus two subsidiaries or holding entities); enforcement database checks; translation of key filed documents; written summary of findings with source citations | Legal qualification of findings; legal advice; representation; opinion on transaction fairness |
Where the sources disagree
When the corporate register, the filed accounts, and the UBO register return inconsistent information, the inconsistency is a finding in its own right.
A shareholder list showing one set of owners while the filed accounts disclose related-party transactions with a different set of entities is a documented discrepancy. The report records both sets of data and identifies the source of each. It does not resolve the discrepancy; resolution requires legal analysis, which is outside the scope of this report.
A director who appears on the corporate register as current but whose appointment is not reflected in the most recent filed accounts is recorded as a discrepancy. The dates of both sources are stated.
Discrepancies between sources are not smoothed over. They are presented as findings, with the source, the extraction date, and the specific data point in conflict.
FAQ
What triggers the need for this report? A transaction where the counterparty is introduced by a connected party, where the pricing deviates from market terms, or where the counterparty's ownership structure is opaque. The report is also used when a minority shareholder suspects that management is transacting with connected entities without disclosure.
Does the report cover the counterparty's subsidiaries? The Signal and Standard tiers cover the primary registered entity. The Extended tier covers up to three entities — the primary registration plus up to two subsidiaries or holding entities identified in the corporate record or filed accounts.
What if the counterparty is registered in a low-disclosure jurisdiction? The report states the access conditions for that jurisdiction before it is commissioned. Where the corporate record is the only publicly accessible layer, the scope confirmation says so. The report is not withheld because the jurisdiction is opaque; it records what is available and states what is not.
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 jurisdictions require longer; an estimate is provided at scope confirmation.
Is the report usable in legal proceedings? The report is a factual compilation from official sources, with each source cited and each extraction date recorded. Whether it is admissible or useful in a specific proceeding is a question of procedural law in that jurisdiction. That question is outside the scope of this report.
What is the difference between this report and a legal opinion? This report establishes facts from official sources. It does not qualify those facts legally, assess their significance for a transaction, or advise on rights or obligations. A legal opinion does those things. The two are complementary, not interchangeable.
Sources
The sources used depend on the jurisdiction of the counterparty. The following categories of official source are used across the 35 jurisdictions covered.
Corporate registers — national business registers maintained by the relevant government authority in each jurisdiction. Examples include Companies House (United Kingdom), Handelsregister (Germany), Registre du Commerce et des Sociétés (France), CRO (Ireland), KRS (Poland), and equivalent authorities in other covered jurisdictions.
UBO / beneficial ownership registers — where accessible under national law and post-CJEU C-37/20 access conditions. Examples include the PSC register at Companies House (United Kingdom) and CRBR (Poland). Access conditions for each jurisdiction are stated in the report.
Filed financial statements — annual accounts filed with the relevant authority. In Germany, filings are available via the Unternehmensregister. In the United Kingdom, filings are available via Companies House under OGL v3.0. In other jurisdictions, availability and access conditions vary.
Insolvency registers — publicly accessible insolvency and restructuring registers maintained by national courts or insolvency authorities. Examples include the Insolvenzbekanntmachungen portal (Germany), the Insolvency Register at Companies House (United Kingdom), and equivalent portals in other covered jurisdictions.
Enforcement databases — where publicly accessible. Availability varies significantly by jurisdiction; the report states which databases were checked and the result of each check.
All sources are cited in the report with the extraction date. No source is cited without a recorded extraction date on or before the date of delivery.
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
