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2026-10-08 06:00 General

Jurisdiction: what can be established

A cross-border acquisition touches multiple legal systems simultaneously. Each system maintains its own registers, its own disclosure rules, and its own ceiling on what a third party can establish without a court order. The question of control — who actually directs the company, who can bind it, and what a shareholder can enforce — is answered differently in each jurisdiction. The answer begins with identifying which jurisdiction governs which layer.

This page describes the analytical framework VLO Law Firm applies across 35 jurisdictions. It maps the sources, states what each source shows, and names the point at which the source stops.

What the framework coversCorporate control layer across 35 jurisdictions: registered directors, shareholders of record, filed beneficial ownership data where disclosed, and insolvency status. Verified against jurisdiction-specific official registers. What it does not coverContractual control arrangements not filed with any register — shareholder agreements, side letters, pledges over shares not registered — are outside the scope of any register-based analysis. Condition of accessAccess conditions vary by jurisdiction: some registers are open without registration; others require a national identifier, a declared legitimate interest, or a licensed local intermediary. Ceiling stated before paymentFor every jurisdiction covered, the limit of what the sources allow is stated before a report is commissioned.

What "jurisdiction" means in a cross-border corporate analysis

A company incorporated in one country may be managed from a second, hold assets in a third, and be owned through a fourth. Each of those countries applies its own law to the layer it governs.

The incorporation jurisdiction governs the company's legal existence, its constitutional documents, and the formal register of directors and shareholders. The management jurisdiction — where decisions are actually made — may differ entirely. Asset jurisdictions govern what can be seized or transferred. The ownership chain may pass through intermediate holding companies in jurisdictions chosen for their disclosure rules, not their commercial activity.

Establishing control means tracing all four layers. A register search in the incorporation jurisdiction alone answers only the first question.

The corporate register layer: what it shows and what it does not

Every jurisdiction in the VLO coverage map maintains a company register of some kind. The register records the company's legal existence, its registered address, its constitutional documents, and — in most jurisdictions — its directors and shareholders of record.

What the register shows depends on the jurisdiction's disclosure model. Three models are common across the 35 jurisdictions covered:

Full disclosure model. Directors and shareholders are named with their shares or voting rights. Documents filed on incorporation and on each subsequent change are publicly accessible. The United Kingdom, Ireland, and Poland operate under variants of this model.

Partial disclosure model. Directors are named; shareholders may be listed only at the level of the immediate registered holder, without tracing the chain further. Germany, France, and the Netherlands operate under variants of this model. The shareholder list filed with the register names the registered holder — which may itself be a holding company in another jurisdiction.

Restricted disclosure model. The register confirms the company's existence and its registered agent. Ownership information is not publicly filed. Delaware (United States), certain Caribbean jurisdictions, and several Pacific jurisdictions operate under this model. The register establishes that the company exists; it does not establish who owns it.

Knowing which model applies is the first step. The second is knowing what the register actually contains for the specific company — because the model describes the rule, not the filing.

Source: VLO Law Firm jurisdiction matrix · verified 2026-09-15

The beneficial ownership layer: disclosure rules after CJEU C-37/20

The Court of Justice of the European Union ruled in November 2022 that unrestricted public access to beneficial ownership registers is incompatible with the Charter of Fundamental Rights. The ruling applies across EU member states. Its practical effect: UBO registers in EU jurisdictions are no longer open to the general public by default.

Access now requires a demonstrated legitimate interest in most EU jurisdictions. The definition of legitimate interest varies by member state. In some jurisdictions, a prospective buyer of shares qualifies. In others, the threshold is higher. In several, the competent authority has not yet published binding guidance.

Two jurisdictions in the VLO coverage map maintain registers with broader access:

United Kingdom — PSC register. The Persons with Significant Control register is maintained by Companies House and is publicly accessible. The register records individuals or entities holding more than 25% of shares or voting rights, or otherwise exercising significant influence or control. Accuracy depends on the quality of filings; the register does not verify the information filed.

Poland — CRBR. The Central Register of Beneficial Owners is publicly accessible. It records the beneficial owner as declared by the company. The same caveat applies: the register records what was declared, not what was verified.

For all other EU jurisdictions in the coverage map, access to UBO data requires a formal request demonstrating legitimate interest. The outcome of that request is not guaranteed. The ceiling of what the sources allow is stated before a report is commissioned.

Source: CJEU Case C-37/20 and C-601/20 · judgment November 2022 · VLO jurisdiction matrix verified 2026-09-15

The insolvency and enforcement layer

A company may be solvent on the register and subject to insolvency proceedings filed the same week. Register searches and insolvency searches are separate queries against separate databases.

Insolvency registers vary significantly across the 35 jurisdictions covered:

In EU jurisdictions, the European Insolvency Register (e-Justice portal) aggregates national insolvency data. Coverage is not uniform: not all member states publish all proceedings, and publication timelines differ. A negative result in the aggregated register does not confirm the absence of a filed application.

In the United Kingdom, Companies House records compulsory liquidation orders and administrative receiverships. Voluntary arrangements and administrations are recorded separately by the Insolvency Service. A complete picture requires both searches.

In the United States, federal bankruptcy proceedings are recorded in PACER (Public Access to Court Electronic Records). State-level insolvency and receivership proceedings are recorded in state court systems, which vary in their accessibility to foreign requesters.

In jurisdictions outside the EU and the United States, insolvency registers range from fully digitised and publicly accessible to paper-based and accessible only through a local licensed intermediary.

The enforcement layer — judgments, liens, and charges registered against the company — is similarly fragmented. In the United Kingdom, charges are registered at Companies House. In Germany, entries in the Handelsregister record certain encumbrances. In many jurisdictions, enforcement records are held by courts, not registers, and require a separate court search.

Source: VLO Law Firm jurisdiction matrix · verified 2026-09-15

The financial statements layer

Filed financial statements are the primary public source for assessing a company's financial position. Availability varies by jurisdiction, company type, and size threshold.

In the United Kingdom, all companies incorporated under the Companies Act are required to file annual accounts at Companies House. Micro-entities and small companies may file abbreviated accounts. The filed accounts are publicly accessible.

In Germany, Kapitalgesellschaften (GmbH and AG) are required to file annual financial statements in the Bundesanzeiger. Since August 2022, the Handelsregister provides free access to filed documents, including Gesellschafterlisten and Jahresabschlüsse, without registration. The output is PDF and scanned documents; structured data is not available.

In France, annual accounts are filed with the Greffe du Tribunal de Commerce and accessible through the Registre du Commerce et des Sociétés. Certain small companies may file confidentially; the confidential filing is not publicly accessible.

In the United States, public companies file with the SEC (EDGAR database). Private companies have no federal filing obligation. State-level filing requirements vary and generally do not produce publicly accessible financial statements.

In offshore jurisdictions operating under a restricted disclosure model, no financial statements are filed with any public register.

Where financial statements are available, they record the position at the filing date. They do not record events between the filing date and the date of the search.

Source: VLO Law Firm jurisdiction matrix · verified 2026-09-15

The limit of what the sources allow

The registers described above are the ceiling of what can be established without a court order or a formal regulatory request. That ceiling is lower than many buyers assume.

What no register shows. Shareholder agreements are private contracts. They are not filed with any register in any jurisdiction in the coverage map. A shareholder agreement may grant one party effective control over a company while the register shows equal shareholding. The register does not record this.

What the register records, not verifies. In every jurisdiction, the register records what was filed. It does not verify that the filing is accurate. A director named in the register may have resigned. A shareholder of record may hold shares under a nominee arrangement. The register shows the declared position, not the verified position.

Where the chain stops. In a multi-layer ownership structure, the register in the incorporation jurisdiction names the immediate shareholder. If that shareholder is itself a company in another jurisdiction, a second search is required in that jurisdiction. If that jurisdiction operates under a restricted disclosure model, the chain stops there. The analysis names the point at which the chain stops and states why.

What the insolvency register does not confirm. A negative result in an insolvency register confirms that no proceeding has been recorded. It does not confirm that no proceeding has been filed. Filing and recording are separate events, and the gap between them varies by jurisdiction and by the type of proceeding.

What the financial statements do not show. Filed accounts record the position at the balance sheet date. Material events after that date — asset disposals, new liabilities, changes in control — are not reflected until the next filing cycle.

The ceiling of what the sources allow is stated before a report is commissioned. Where the sources disagree, that disagreement is reported as a finding, not resolved by assumption.

Where the sources disagree

Discrepancies between sources are findings, not anomalies to be explained away. Three patterns recur across the 35 jurisdictions covered.

Register versus filed accounts. The shareholder of record in the company register may differ from the entity described as the controlling party in the notes to the financial statements. This discrepancy may reflect a change in ownership not yet filed, a nominee arrangement, or an error in one of the filings. The analysis records both positions and names the discrepancy.

National register versus EU aggregator. The e-Justice portal aggregates insolvency data from national registers. Publication timelines differ. A proceeding recorded in the national register may not yet appear in the aggregated portal. Where both sources are searched, any discrepancy between them is recorded.

UBO register versus company register. In jurisdictions where both registers are accessible, the beneficial owner declared in the UBO register may differ from the shareholder of record in the company register. This is a structural feature of the two-register system, not an error. The analysis records both declarations and notes the difference.

Jurisdictions covered

The VLO coverage map spans 35 jurisdictions across four regions:

Western Europe: United Kingdom, Ireland, Germany, France, Netherlands, Belgium, Luxembourg, Switzerland, Austria, Spain, Portugal, Italy.

Central and Eastern Europe: Poland, Czech Republic, Slovakia, Hungary, Romania, Bulgaria, Croatia, Slovenia, Estonia, Latvia, Lithuania.

Offshore and low-disclosure: British Virgin Islands, Cayman Islands, Malta, Cyprus, Gibraltar, Isle of Man, Jersey, Guernsey.

Other: United States (Delaware, New York, California), United Arab Emirates (DIFC), Singapore, Hong Kong.

For each jurisdiction, the coverage map records: the register name, the access condition, the disclosure model, the availability of UBO data, the availability of filed financial statements, and the insolvency search route.

Source: VLO Law Firm jurisdiction matrix · verified 2026-09-15

How a cross-border analysis is structured

A cross-border corporate analysis follows a fixed sequence regardless of the number of jurisdictions involved.

First, the incorporation jurisdiction is identified and the company register is searched. This establishes the company's legal existence, its constitutional documents, and the registered directors and shareholders.

Second, the ownership chain is traced upward. Each intermediate holding company is identified and searched in its own incorporation jurisdiction. The chain is traced until it reaches either a natural person, a listed company, or a jurisdiction where the register does not disclose further.

Third, the insolvency register is searched in each jurisdiction where the company or its immediate parent is incorporated.

Fourth, where financial statements are available, the most recent filed accounts are reviewed for the declared financial position and for any notes disclosing related-party transactions, charges, or material events.

Fifth, where UBO data is accessible — either through a public register or through a formal legitimate-interest request — the declared beneficial owner is recorded and compared against the ownership chain established from the company registers.

The output names what was established, from which source, on which date, and where the chain stopped and why.

FAQ

What is the difference between a director search and a beneficial ownership search? A director search establishes who is formally authorised to act on behalf of the company. A beneficial ownership search establishes who ultimately owns or controls the company. The two may name the same person; they frequently do not. In a multi-layer structure, the director of the operating company may be a professional nominee with no economic interest. The beneficial owner may be several layers removed and in a different jurisdiction.

Can a shareholder agreement be identified from public sources? No. Shareholder agreements are private contracts and are not filed with any register in any jurisdiction in the VLO coverage map. Their existence can sometimes be inferred from disclosures in filed financial statements or from regulatory filings by listed companies, but the terms cannot be established from public sources.

What does a negative insolvency result confirm? A negative result confirms that no insolvency proceeding has been recorded in the register searched on the date of the search. It does not confirm that no proceeding has been filed. The gap between filing and recording varies by jurisdiction and by the type of proceeding. For high-stakes transactions, the analysis notes this limitation explicitly.

What happens when the ownership chain reaches a restricted-disclosure jurisdiction? The analysis names the point at which the chain stops, identifies the jurisdiction, and states the disclosure model that applies. It does not speculate about what lies beyond the visible layer. The ceiling of what the sources allow is stated as a finding.

How current is the information in the registers? Filing obligations and update timelines vary by jurisdiction. In the United Kingdom, directors must be notified to Companies House within 14 days of appointment or change. In other jurisdictions, the obligation may be annual or triggered only by a specific event. The analysis records the filing date of each document reviewed and notes the gap between that date and the date of the search.

Is a register search sufficient for a transaction decision? A register-based analysis establishes what the official sources show. It does not constitute legal advice and does not qualify the facts established. For advice on what the findings mean for a specific transaction, contact VLO Law Firm directly.

Sources

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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