Investor due diligence rounds impose a fixed timeline. The jurisdiction layer is the first question a lead investor asks and the last one a founder expects. A jurisdiction report answers who controls the company on paper, what rights a shareholder can enforce, and where the official record stops.
Control is not always where the cap table says it is. Voting rights, reserved matters, drag-along provisions and director appointment thresholds are encoded in constitutional documents filed with the corporate registry. Those documents are the primary source. Where they are not filed, or filed in a language that requires certified translation, the gap is named — not papered over.
What a jurisdiction report covers before a due diligence round
A jurisdiction report prepared for an investor due diligence round addresses four distinct layers. Each layer draws on a different class of official source.
Layer 1 — Incorporation and registered status. The report confirms that the company exists in the jurisdiction it claims, holds its registered number, and has not been struck off or dissolved. The source is the national companies registry.
Layer 2 — Ownership and control structure. Registered shareholders, share classes, voting weights and any filed shareholder agreements are extracted from the registry record. Where a jurisdiction publishes a shareholder list as a filed document, that document is retrieved and dated.
Layer 3 — Director authority and constitutional constraints. The articles of association or equivalent constitutional document define what the board can do without shareholder approval. Reserved matters, quorum thresholds and veto rights appear here. These are the provisions an investor's counsel will interrogate first.
Layer 4 — Insolvency and enforcement status. An insolvency register search confirms whether any winding-up petition, administration order or equivalent proceeding has been filed. A negative result is recorded with the date of the search; it does not guarantee that no proceeding has been initiated since that date.
Why jurisdiction matters before the round opens
An investor due diligence round typically runs four to eight weeks. The jurisdiction report is not part of that window — it precedes it. A founder who cannot produce a clean jurisdiction summary at the opening data-room request loses credibility before the financial model is reviewed.
The report serves two audiences simultaneously. For the founder, it identifies gaps in the corporate record before the investor's counsel finds them. For the investor, it provides a dated, sourced baseline against which the data room can be checked.
The angle is control: who holds it, what constrains it, and what a minority shareholder can enforce. That question is answered from official sources, not from representations made in the term sheet.
Jurisdictions covered
The report is structured around the company's actual footprint: incorporation jurisdiction, operating jurisdiction if different, and any intermediate holding jurisdictions in the chain. Coverage is not limited to a single country.
For each jurisdiction in scope, the report states:
- which registry was searched
- what that registry discloses at the level of access available to a foreign applicant
- what it does not disclose, and why
- the date of extraction
Where a jurisdiction's registry requires a national identifier, a declaration of legitimate interest, or a local intermediary, that condition is named. The report does not overstate what was retrieved.
The limit of what the sources allow
Official registries are the authoritative source for what is filed. They are not the authoritative source for what is true.
Beneficial ownership above the registered shareholder. Following the CJEU judgment in C-37/20, UBO registers across EU member states are closed to public access by default. The report traces the ownership chain to the point where the official record stops and names that point explicitly. It does not speculate beyond it.
Unfiled amendments. Constitutional documents are current as of the date of filing. An amendment agreed between shareholders but not yet filed with the registry does not appear in the registry record. The report records the filing date of each document retrieved.
Insolvency search limitations. A negative result in an insolvency register confirms the absence of a recorded proceeding as of the search date. It does not confirm the absence of a proceeding filed after that date, or of an informal restructuring not yet subject to formal proceedings.
Nominee arrangements. Where a registered shareholder is a nominee, the registry record reflects the nominee. The report states this where it is apparent from the record; it cannot establish the identity of the underlying principal from registry sources alone.
Language and translation. Documents filed in a language other than English are retrieved in the original. The report provides a working summary in English. Certified translation is not included in the standard scope.
These limits are stated before payment. The scope of each tier defines what is retrieved, not what is true.
Where the sources disagree
A jurisdiction report for an investor due diligence round frequently surfaces discrepancies between the corporate registry record and other official sources. These discrepancies are findings, not anomalies to be resolved before delivery.
Common patterns include:
- A shareholder list filed with the registry that does not match the cap table presented in the data room
- A director listed in the registry who does not appear in the company's own governance documents
- An insolvency search that returns a result for a company with a similar name and registered address — requiring disambiguation before the result is reported
- A constitutional document that references a shareholders' agreement as an exhibit, where that agreement is not itself a filed document
Where sources disagree, the report states what each source shows, the date of each extraction, and the nature of the discrepancy. It does not resolve the discrepancy. Resolution is a matter for the parties and their counsel.
What is included at each tier
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €440 | Registered status and incorporation confirmation; registered shareholders and share classes; director names and appointment dates; insolvency register search; one jurisdiction | Constitutional documents; shareholder agreements; translation; second or subsequent jurisdictions |
| Standard | €890 | Everything in Signal; articles of association or equivalent constitutional document; voting rights and reserved matters analysis; up to three jurisdictions | Certified translation; UBO tracing beyond the registered layer; enforcement history search |
| Extended | €1,800 | Everything in Standard; full constitutional document set including any filed amendments; intermediate holding jurisdiction coverage; discrepancy mapping across sources; up to six jurisdictions | Certified translation; legal advice on the findings; representation in any proceeding |
The ceiling of what the sources allow is stated before payment at each tier. Where a jurisdiction's registry does not disclose a document included in the tier scope, that gap is reported rather than substituted.
FAQ
What is a jurisdiction report in the context of investor due diligence?
A jurisdiction report is a structured extraction from official corporate registries and insolvency registers covering the target company's incorporation and operating jurisdictions. It establishes registered status, ownership structure, director authority and insolvency history from dated official sources. It is not a legal opinion and does not qualify the facts established.
How long does the report take to produce?
Turnaround depends on the number of jurisdictions in scope and the access conditions of each registry. Single-jurisdiction reports at Signal tier are typically delivered within three to five business days. Multi-jurisdiction reports at Extended tier require up to ten business days. Where a registry imposes a waiting period for document retrieval, that period is communicated at the time of the request.
Does the report cover beneficial ownership?
The report traces ownership to the level that official sources disclose. In most EU jurisdictions, UBO registers are closed to public access following the CJEU judgment in C-37/20. The report states the point at which the chain stops and the reason it stops. It does not speculate beyond the official record.
Can the report be used as a data-room document?
The report is a factual compilation from official sources, dated and sourced. It can be included in a data room as a registry verification document. It is not a legal opinion and should not be presented as one. Investors' counsel will draw their own conclusions from the findings.
What happens if the sources disagree?
Discrepancies between sources are reported as findings. The report states what each source shows and the date of each extraction. It does not resolve discrepancies; that is a matter for the parties and their counsel.
Is the report available for jurisdictions outside the EU?
Yes. The report is structured around the company's actual footprint, not a predefined list of jurisdictions. Coverage depends on the availability of official registry sources in the relevant jurisdiction. Where a jurisdiction's registry does not provide electronic access to foreign applicants, that condition is stated before the report is commissioned.
Sources
Official corporate registries and insolvency registers in the jurisdictions covered by each report. Specific registries are identified in the report itself, with the URL of the official registry, the date of extraction, and the access conditions applied. No third-party data aggregators are used as primary sources.
Where a registry is public and free of charge, that fact is stated in the report. What the fee covers is the removed path: registration with the registry, acquisition of the national identifier required for search, language, electronic signature where required, and declaration of legitimate interest where the registry demands one.
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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
