A put option gives the holder the right to sell shares at a defined price. Before that right has any value, one question must be answered: who actually controls the company, and what can the shareholder enforce when the option is exercised? The jurisdiction report answers that question from official sources before the instrument is signed.
The angle is control. Not valuation, not tax treatment — control. Who holds the voting majority, who sits on the board, who can block a resolution, and what the register shows at each level of the chain.
What the report establishesRegistered ownership, directorship, and the point at which the official chain of control stops. Verified against the corporate register of the relevant jurisdiction before the report is delivered. What it does not establishBeneficial ownership beyond the registered layer where the jurisdiction does not publish that data. The report names the layer at which the chain ends and states why. Price rangeSignal €440 · Standard €890 · Extended €1800. Fixed price per tier; scope is defined before payment. Ceiling of knowledgeStated in writing before payment. No jurisdiction is presented as fully transparent when it is not.A put option is a contractual right. Its enforceability depends on the jurisdiction governing the instrument, the jurisdiction of incorporation of the target, and — where those two differ — the rules on which law prevails.
The report maps three layers before the option is signed.
Layer 1 — Registered ownership. The corporate register of the target's jurisdiction of incorporation is the primary source. It shows who holds shares on the date of the search. It does not show who gave instructions to acquire those shares.
Layer 2 — Directorship and authority. The register shows who is authorised to bind the company. This matters for a put option because the counterparty signing the instrument must have authority to do so. A director whose appointment has lapsed, or whose powers are restricted by the articles, cannot bind the company in the way the option assumes.
Layer 3 — Enforcement path. The jurisdiction report identifies the court or arbitral forum with jurisdiction over a dispute arising from the option, the procedural rules that apply, and whether a judgment or award obtained in one jurisdiction is enforceable in the jurisdiction where the company's assets are held.
These three layers are not always in the same jurisdiction. A company incorporated in one state may be governed by the law of another, with assets in a third. The report names each layer separately and states the source for each finding.
The word "control" has a precise meaning in this context. It means the ability to determine the outcome of a shareholder resolution or a board decision. The register shows the formal allocation of that ability. It does not show informal arrangements — shareholders' agreements, side letters, or nominee arrangements — unless those documents have been filed.
In jurisdictions that require shareholders' agreements to be filed with the register, the report retrieves and reviews those filings. In jurisdictions that do not require filing, the report states that no filed agreement was found and notes that unfiled agreements may exist.
This is not a qualification. It is a finding. The absence of a filed agreement is a fact. The possibility of an unfiled agreement is a risk that the report names explicitly.
The same logic applies to beneficial ownership. Where a jurisdiction maintains a public register of beneficial owners, the report searches it and records the result. Where the register is restricted — as is the case in most EU member states following the CJEU ruling in joined cases C-37/20 and C-601/20 — the report states the restriction, identifies what access is available, and records what was retrieved under that access.
A report that presents a restricted register as open is not a report. It is a liability.
The sequence is fixed. It does not vary by jurisdiction.
Identify the jurisdiction of incorporation. The registered address in the instrument is a starting point, not a conclusion. The report verifies the jurisdiction of incorporation from the register itself.
Retrieve the current register entry. Shareholders, directors, registered address, date of last filing, and any annotations on the entry — restrictions, pending proceedings, dissolution notices.
Retrieve filed documents. Articles of association, shareholders' agreements where filing is required, financial statements where filed, and any charges or encumbrances registered against the company.
Search insolvency and enforcement registers. A negative result is recorded as a finding, not as a guarantee. The report states the scope of the search and the date on which it was conducted.
Identify the governing law of the option. If the instrument specifies a governing law, the report notes it. If the instrument is silent, the report identifies the default rule under the conflict-of-laws framework of the relevant jurisdiction.
Map the enforcement path. Court or arbitration, recognition and enforcement rules, and any known restrictions on enforcement against the specific type of entity or asset.
State the ceiling. Every report closes with a written statement of what the sources did not show and why.
A put option over shares in a holding company introduces a structural question. The option gives the right to sell shares in the holding company. The value of those shares depends on what the holding company owns. What the holding company owns may be held through one or more intermediate entities in different jurisdictions.
The report traces the chain to the level that official sources support. Where a subsidiary is incorporated in a jurisdiction that does not publish ownership data — or publishes it only to registered users with a national identifier — the report states that the chain cannot be traced further from public sources and identifies what additional steps would be required.
This is the standard case in cross-border structures. It is not an exception. The report is designed for it.
The Extended tier covers multi-layer structures: the registered layer of the target, one intermediate holding entity, and the enforcement path across the relevant jurisdictions. The Standard tier covers a single-entity target with a single governing law. The Signal tier covers the registered layer only, with no enforcement mapping.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €440 | Registered shareholders and directors at the date of search; current register entry; date of last filing; any annotations on the entry | Enforcement path; insolvency search; filed documents beyond the current entry; beneficial ownership search; multi-layer structure |
| Standard | €890 | All Signal content; filed articles and shareholders' agreements (where filing is required); insolvency and enforcement register search; governing law identification; enforcement path for a single-entity target | Multi-layer structure; intermediate holding entities; beneficial ownership where register is restricted |
| Extended | €1800 | All Standard content; one intermediate holding entity in a second jurisdiction; enforcement mapping across two jurisdictions; written ceiling statement with source citations | Structures with more than two layers; jurisdictions where access requires a national identifier not obtainable by a foreign applicant; legal advice on the enforceability of the option |
Every jurisdiction report has a ceiling. The ceiling is not a failure of the report. It is a property of the sources.
The following limitations apply across the scope of this service and are stated in writing in every report delivered.
Beneficial ownership. In most EU member states, the UBO register is not publicly accessible following the CJEU ruling of November 2022. Access is available to persons who can demonstrate a legitimate interest, subject to the procedural rules of each member state. Where access is obtained, the result is included. Where access is not available, the report states the restriction and records what was retrieved from the registered layer.
Unfiled shareholders' agreements. No search of official sources can reveal an agreement that has not been filed. The report states whether filing is required in the relevant jurisdiction and whether a filed agreement was found. It does not represent that no unfiled agreement exists.
Insolvency proceedings. A negative result in an insolvency register means that no proceeding was recorded at the date of the search. It does not mean that no proceeding has been filed. Filing and registration are not simultaneous in all jurisdictions. The report states the date of the search and the scope of the register searched.
Enforcement. The report identifies the enforcement path from official sources. It does not predict the outcome of enforcement proceedings. The enforceability of a judgment or award depends on facts that are not visible in the register — including the location of assets at the time of enforcement.
Language and access. In jurisdictions where the register is accessible only in the national language, or only to applicants with a national identifier, the report states the access condition and records what was retrieved. Where retrieval was not possible, the report states why.
The ceiling is stated before payment. The scope of each tier is fixed. What is not included is listed in the table above.
A jurisdiction report sometimes retrieves inconsistent data from different official sources. This is a finding, not an anomaly to be resolved before delivery.
The most common form of inconsistency is a discrepancy between the current register entry and the most recently filed financial statements. The register may show a shareholder holding a majority stake; the financial statements may show a different ownership structure at the balance sheet date. Both are official sources. The report records both and states the date of each.
A second form of inconsistency arises in cross-border structures where the same entity appears in two registers with different details — different registered address, different director, different share capital. This can result from a merger, a redomiciliation, or a filing error. The report records the discrepancy and identifies the source of each entry.
Inconsistency between sources is itself a material finding for a party considering whether to sign a put option. A counterparty whose register entries are internally inconsistent presents a different risk profile from one whose entries are consistent across sources and dates.
What is the difference between a jurisdiction report and legal advice on the put option? The jurisdiction report establishes facts from official sources: who is registered, what is filed, what the enforcement path looks like on the record. Legal advice on the put option applies a legal framework to those facts and tells the client what to do. This report does the first. It does not do the second. The disclaimer at the foot of this page states this explicitly.
Can the report be ordered for a company in any jurisdiction? The report can be ordered for any jurisdiction. The scope of what can be retrieved varies by jurisdiction. Before the report is delivered, the ceiling of what the sources allow in the relevant jurisdiction is stated in writing. If the sources do not support the scope of the tier ordered, the applicable tier is adjusted and the difference is not charged.
How long does the report take? Delivery time depends on the jurisdiction and the tier. Single-jurisdiction reports at Signal and Standard tier are typically delivered within five business days. Extended tier reports covering two jurisdictions require additional time for retrieval from the second register. An estimated delivery date is confirmed at the time the request is submitted.
What happens if the register is inaccessible to a foreign applicant? Where a register requires a national identifier, a domestic address, or a registered electronic signature that is not available to a foreign applicant, the report states the access condition and records what was retrieved through available channels. The ceiling statement identifies the specific access barrier. No fee is charged for a layer that could not be retrieved.
Is the report updated if circumstances change after delivery? The report reflects the state of the sources at the date of retrieval. It is not a monitoring service. If the option has not been signed and time has passed since delivery, a supplementary search can be ordered to update the register entries to a current date.
Sources
Corporate registers, insolvency registers, and beneficial ownership registers of the relevant jurisdiction — accessed directly at the date of retrieval stated in the report. No third-party data aggregator is used as a primary source. Where an aggregator is used for initial identification, the finding is verified against the primary register before inclusion in the report.
Official register sources vary by jurisdiction. The applicable register and its official URL are cited in each delivered report. Registry source names and URLs are not listed here because the jurisdiction is selected at the time the request is submitted.
Source: corporate and insolvency registers of the applicable jurisdiction · retrieved on or before 2026-10-16
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