A cross-border merger requires a jurisdiction-by-jurisdiction account of who controls the target, what the shareholder can enforce, and where the official record ends. Without that account, the buyer proceeds on assumptions that no due diligence memo can correct after signing.
This report establishes the control layer from official registers, filed documents, and public court records across each relevant jurisdiction. The angle is control: who holds voting rights, who appoints directors, and what the register actually shows — not what the seller's disclosure letter says.
What the report coversCorporate register entries, ownership chains, director appointments, and filed financial statements across each jurisdiction named in the merger scope. Verified against primary registers · September 2026. AngleControl: voting structure, director appointment rights, and shareholder enforcement mechanisms as recorded in official sources. What the sources do not showBeneficial ownership beyond the registered layer is not disclosed in most jurisdictions. The report names the point at which the chain breaks and the reason it breaks. Price tiersSignal €440 · Standard €890 · Extended €1 800. Scope defined before payment.A cross-border merger involves at least two legal systems. Each system maintains its own register, applies its own disclosure rules, and sets its own conditions for third-party access to corporate records.
The jurisdiction report answers three questions for each entity in scope:
The third question is as important as the first two. A report that does not state its own limits is not a due diligence instrument — it is a summary of what the seller chose to provide.
The report is produced from primary sources: national commercial registers, insolvency registers, official gazettes, and filed financial statements. No secondary database substitutes for a primary register entry. Where a secondary source is used to locate a primary record, the primary record is cited.
Most commercial registers record the legal owner of shares or membership interests at the time of the last filed notification. That record is the starting point, not the conclusion.
In jurisdictions that require periodic shareholder list filings — including several EU member states — the register reflects the position as of the last filing date. A transfer completed after that date may not yet appear. The report notes the filing date and flags any gap between that date and the report date.
In jurisdictions where share transfers take effect on registration — rather than on execution of a transfer instrument — the register is more current. The report identifies which rule applies in each jurisdiction.
The register records current directors and, in most jurisdictions, the date of appointment. Removal rights — who can convene a meeting, what majority is required, whether a shareholder agreement overrides the articles — are established from the constitutional documents filed with the register.
Where constitutional documents are not filed publicly, the report states that fact. The buyer then knows that removal rights cannot be verified from public sources alone.
Share class structures are recorded in the articles of association or equivalent constitutional document. Where those documents are publicly filed, the report extracts the voting rights attached to each class. Where they are not filed, the report states the gap.
Preference shares, golden shares, and weighted voting arrangements are not always visible from the register summary. They appear in the full constitutional document. The report distinguishes between what the summary shows and what the full document shows.
The registered owner and the beneficial owner are not always the same entity. In most jurisdictions, the beneficial ownership register — where one exists — is not publicly accessible following the 2022 CJEU ruling on privacy grounds. Access requires a demonstrated legitimate interest, and the conditions for that demonstration vary by jurisdiction.
The report states, for each jurisdiction:
This is not a limitation of the report. It is the accurate description of what the law in each jurisdiction permits a third party to establish. The buyer who knows where the chain breaks is better positioned than the buyer who receives a report that does not acknowledge the break.
Where the registered ownership chain runs through a jurisdiction that does not disclose members or shareholders at all — certain US states, certain offshore centres — the report names that jurisdiction and describes the disclosure regime applicable there.
Control is not only a function of percentage. It is a function of what rights attach to that percentage under the applicable law and the company's constitutional documents.
The report maps, for each jurisdiction in scope:
These rights are established from the applicable company law statute and from the constitutional documents filed with the register. Where the constitutional documents are not public, the statutory baseline is stated and the gap is noted.
A cross-border merger in the EU follows the procedure set out in Directive (EU) 2017/1132 as amended by Directive (EU) 2019/2121. Outside the EU, the procedure is governed by the national law of each jurisdiction involved.
The jurisdiction report does not advise on procedure. It establishes the factual record that the legal advisers in each jurisdiction require before the procedure begins. The sequence is:
The report delivers steps 1 through 5 as a structured document with source citations and extraction dates. Legal qualification of the findings — what the findings mean for the transaction — is outside the scope of this report.
Each jurisdiction maintains a register of insolvency proceedings, enforcement actions, or both. The report checks each entity against the applicable register in its jurisdiction of incorporation.
A negative result in an insolvency register does not confirm the absence of a filed application. Filing and registration are separate events in most systems; the gap between them varies. The report states the date of the check and the scope of the register searched.
Where enforcement records are held at court level rather than in a central register, the report describes the mechanism and states that a court-level search requires a separate instruction.
Discrepancies between sources are reported as findings, not resolved by the analyst. Common discrepancies in cross-border merger contexts include:
Each discrepancy is flagged with the source of each version and the date of each record. The buyer and their legal advisers determine the significance of the discrepancy. The report does not characterise it.
The sources used in this report are official registers and publicly filed documents. They show what has been filed, when it was filed, and by whom. They do not show what has not been filed, what has been filed incorrectly, or what has been deliberately withheld.
Specific limits that apply across jurisdictions in cross-border merger contexts:
The ceiling of what the sources allow is stated before payment. The buyer knows the scope before commissioning the report.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €440 | Register entries for up to three entities; current directors and registered shareholders; filed constitutional document summary; insolvency register check; source citations with extraction dates | Ownership chain mapping beyond the registered layer; shareholder rights analysis; discrepancy flagging; court-level enforcement search |
| Standard | €890 | All Signal content; ownership chain mapping to the point the public record ends; shareholder rights mapped against applicable statute and filed documents; discrepancy flagging between register and data room; up to five entities | Beneficial ownership register access where restricted; court-level enforcement search; legal qualification of findings |
| Extended | €1 800 | All Standard content; up to ten entities across multiple jurisdictions; beneficial ownership register access where public access is available; cross-jurisdictional control map; discrepancy analysis across all sources; structured output formatted for legal adviser use | Legal qualification of findings; shareholder agreement content where not publicly filed; court-level enforcement search where records are not centralised |
What does the report establish that the seller's disclosure does not? The report establishes what the official register shows as of the extraction date, independently of what the seller has provided. Where the register record and the disclosure differ, both versions are stated with their respective sources and dates. The report does not resolve the discrepancy; it records it.
Can the report establish who the ultimate beneficial owner is? In most jurisdictions, beneficial ownership registers are not publicly accessible. The report maps the ownership chain to the point at which the public record ends and states the reason it ends there. Where public access to a beneficial ownership register is available in a specific jurisdiction, that register is checked and the result is included.
Does the report cover all jurisdictions in a merger perimeter? The Standard tier covers up to five entities. The Extended tier covers up to ten. Where the merger perimeter includes more entities, the scope is confirmed at the time of the request. The price is fixed for the stated scope; additional entities are priced separately.
How current are the register extractions? Each register entry is extracted at the time of the report and carries an extraction date. The report reflects the register position as of that date. It does not reflect changes filed after extraction.
Is the report a legal opinion? No. The report is a factual compilation from official registers and public sources. It does not qualify the findings legally and does not constitute legal advice. Legal qualification is the function of the legal advisers instructed in each jurisdiction.
What happens if a register is unavailable or access is restricted? The report states that the register was unavailable or that access conditions were not met, and describes the applicable access mechanism. A gap in the record is reported as a gap, not omitted.
Sources: Official national commercial registers, insolvency registers, and official gazettes across jurisdictions in scope — accessed via primary register portals · extracted August–September 2026.
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