Control determines value. Before any cross-border acquisition or counterparty check, the first question is not what the company owns — it is who controls it and what a shareholder can actually enforce. The answer comes in layers, and each layer has a ceiling set by the official sources, not by the analyst.
This page states what each tier of an ownership structure report covers, what it does not cover, and where the chain stops. The ceiling is stated before payment, not after.
What the report establishesThe registered ownership chain from the operating entity upward, layer by layer, to the point where official sources stop returning data. Verified against corporate registries across up to 35 jurisdictions. Control angleEach tier maps who holds voting rights, who holds economic rights, and whether those two sets of rights are held by the same person. Divergence between them is a finding, not a gap. Data limitThe ceiling of what the sources allow is stated before payment. No tier promises to pierce a jurisdiction that does not disclose beneficial ownership by law. Price tiersThree fixed tiers — Signal, Standard, Extended — each with a defined scope and a defined list of what is not included. Price is communicated in response to a request.What each tier covers
Three tiers correspond to three depths of the ownership chain. The scope of each is fixed before the report begins.
Signal covers the first layer: the registered shareholders of the target entity, their percentage holdings, and the jurisdiction of each intermediate holding vehicle. The source is the corporate registry of the operating entity's jurisdiction. Where that registry is public and free of charge, the Signal tier covers the path to it — national identifier, language, electronic signature, declaration of legitimate interest — not the raw data itself.
Standard extends the chain upward through intermediate holding companies. Each intermediate vehicle is checked in its own registry. The result is a multi-jurisdiction ownership map showing the registered chain to the level where a natural person or an opaque structure first appears. Discrepancies between the registered chain and filed financial statements are noted as findings.
Extended adds the beneficial ownership layer where official sources permit disclosure. It cross-references the registered chain against UBO registers, filed declarations, and publicly available court or regulatory records. Where a jurisdiction does not disclose beneficial ownership by law, the Extended tier names the blocking point and the legal basis for it. It does not substitute inference for official data.
The registered chain versus the control chain
Registered ownership and actual control are not always the same thing. A shareholder list shows who holds shares on the register. It does not automatically show who instructs the directors, who holds a pledge over those shares, or who benefits from a nominee arrangement.
Each tier of the report distinguishes between:
- Registered shareholders — names and percentages as they appear in the corporate registry
- Voting rights — where the registry or filed articles separate voting from economic entitlement
- Beneficial owners — where an official UBO register or filed declaration exists and is accessible
Where these three sets diverge, the divergence is a finding. The report states it explicitly. It does not resolve it — resolution requires legal advice, which this report does not provide.
What is included at each tier
| Tier | What is included | Not included |
|---|---|---|
| Signal | Registered shareholders of the target entity; percentage holdings; jurisdiction of each intermediate vehicle; registry source and extraction date | Intermediate holding companies above the first layer; UBO data; voting/economic rights split; filed financials |
| Standard | Full registered chain through intermediate holding companies; multi-jurisdiction registry checks; discrepancies between registered chain and filed financials noted | Beneficial ownership layer; pledge registers; nominee declarations; court or regulatory records |
| Extended | Beneficial ownership layer where official sources permit; UBO register cross-reference; blocking-point identification where disclosure is prohibited by law; court and regulatory record check | Inference where official data is absent; legal qualification of findings; advice on enforcement or remediation |
Where the sources disagree
When the registered chain in one jurisdiction conflicts with a filed ownership declaration in another, that conflict is reported as a finding in its own section. Common patterns include:
- A shareholder list showing a corporate vehicle as 100% owner, while a UBO declaration in a second jurisdiction names a natural person with a different percentage
- Filed financial statements consolidating an entity that does not appear in the registered chain
- A registry showing a share transfer that post-dates the most recent filed annual return
These discrepancies do not resolve themselves. The report states what each source shows, the date of each extraction, and the nature of the conflict. What the conflict means for a transaction or a legal position is outside the scope of this report.
The limit of what the sources allow
Official registries are the ceiling, not the floor. The following limits apply across all tiers and all jurisdictions covered:
UBO registers in EU member states are not uniformly public following the CJEU ruling in Case C-37/20. Access conditions vary by jurisdiction. The Extended tier identifies the access condition in each jurisdiction and states whether it was met. Where it was not met, the report names the blocking point.
Nominee arrangements are not disclosed in most corporate registries. A nominee shareholder appears on the register as the legal owner. The report identifies the registered holder. It does not determine whether a nominee relationship exists unless a declaration has been filed in an accessible official source.
Delaware LLCs and equivalent structures do not disclose members in the public registry. The registered chain stops at the entity level. The report states this explicitly and does not substitute inference.
Pledge registers and security interests over shares are checked at the Extended tier where a public register exists. Where no public register exists, the report states the absence of a publicly accessible source. It does not confirm the absence of a pledge.
Negative results in insolvency and enforcement registers confirm the absence of a filed record at the date of extraction. They do not confirm the absence of a proceeding that has not yet been filed or has been filed in a jurisdiction not covered.
The ceiling of what the sources allow is stated before payment. No tier is sold on the basis of a result it cannot guarantee.
How the three tiers relate to a transaction timeline
The Signal tier is suited to an initial counterparty check: confirm the registered owner, confirm the jurisdiction, confirm the entity is in good standing. It answers the first control question before deeper diligence begins.
The Standard tier is suited to pre-LOI diligence: map the full registered chain, identify intermediate vehicles, note any discrepancy between the chain and filed financials. It answers the second control question — whether the chain is what the seller represents it to be.
The Extended tier is suited to pre-closing diligence: add the beneficial ownership layer, cross-reference UBO registers, identify any blocking point. It answers the third control question — whether the person who appears to control the chain is the person who actually controls it, to the extent official sources can establish that.
None of the three tiers substitutes for legal advice on what the findings mean for a specific transaction.
FAQ
What does "control" mean in the context of these reports? Control refers to who holds voting rights, who holds economic rights, and whether those rights are held by the same person or entity. The report maps the registered chain and, at the Extended tier, the beneficial ownership layer. It does not provide a legal opinion on whether a specific person controls a company within the meaning of any applicable law.
Why are three tiers offered rather than one comprehensive report? The scope of each tier is fixed to a defined layer of the ownership chain. A buyer verifying a single-jurisdiction entity with a simple structure does not need the Extended tier. A buyer acquiring a multi-jurisdiction holding structure does. Fixed tiers allow the scope — and the ceiling — to be stated clearly before the report begins.
What happens when a jurisdiction does not disclose beneficial ownership? The report names the jurisdiction, names the blocking point, and states the legal basis for non-disclosure. The Extended tier does not substitute inference for official data. The absence of official data is itself a finding.
Can the report be used as evidence in legal proceedings? The report is a factual compilation from official sources. It is not a legal opinion and does not constitute evidence in any specific legal sense. Whether and how it may be used in a particular proceeding is a question for legal counsel in the relevant jurisdiction.
How current is the data? Each source is extracted at a specific date, which is stated in the report. Corporate registries update at different intervals. The report reflects the state of each source at the date of extraction, not at any subsequent date.
Is the price fixed or does it depend on the number of jurisdictions? Each tier has a fixed price. The scope — including the number of jurisdictions covered — is defined within that tier. Price is communicated in response to a request.
Sources
The following source types are used across tiers. Specific registries depend on the jurisdictions covered in a given report.
- Corporate registries — national company registers in each jurisdiction of the ownership chain; extracted per document, not in bulk
- UBO / beneficial ownership registers — where accessible under applicable law; access conditions stated per jurisdiction
- Filed financial statements — annual returns and consolidated accounts where filed with a public registry
- Insolvency and enforcement registers — checked at Standard and Extended tiers; negative result reflects the state of the register at extraction date
- Court and regulatory records — checked at Extended tier where a publicly accessible source exists
All extractions are dated. No fact is stated without a source record.
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: Katharina Berg — Partner, Central Europe, VLO Law Firm
