When a shareholder dispute begins, the first question is not who is right. The first question is: which court or arbitral body has authority to decide, and under which law. That question is answered by documents — constitutional documents, shareholder agreements, governing law clauses, and the registered seat of the entity. Control over the company often determines which party controls the answer.
This report establishes the jurisdictional picture from official registers and filed documents. It names what each source confirms, what it does not confirm, and where the chain of evidence stops.
What the report establishesThe registered seat of the entity, the governing law clause in filed constitutional documents, and the forum selection clause where one is publicly filed. Sources: company registers and filed constitutional documents · verified 2026-09-01. What it does not establishThe content of private shareholder agreements not filed with any register. Those documents are not publicly accessible. Condition of accessAccess to company registers varies by jurisdiction: some are open without registration; others require a national identifier, a declaration of legitimate interest, or a licensed local agent. Registry facts for this rowNo exact tariff or fee data is available for the registries in scope. Mechanisms are described without figures.The word "jurisdiction" carries three distinct meanings in this context. Each must be established separately.
Registered seat. The jurisdiction in which the company is incorporated. This determines which corporate law governs the internal relationship between shareholders and the company. It is confirmed by the company register of that jurisdiction.
Governing law. The law chosen by the parties to govern their shareholder agreement. This may differ from the registered seat. It appears in the shareholder agreement — if that agreement is filed with a public register, which in most jurisdictions it is not.
Forum. The court or arbitral tribunal designated to hear disputes. This appears in the dispute resolution clause of the shareholder agreement or, where applicable, in the articles of association filed with the register.
These three elements frequently point to different jurisdictions. A company registered in one state may have a shareholder agreement governed by the law of a second state, with disputes referred to arbitration seated in a third. Establishing all three from public sources is the starting point of any dispute analysis.
The report follows a fixed sequence. Each step either produces a confirmed fact or produces a documented gap.
Step 1 — Identify the registered entity. The company register of the jurisdiction of incorporation is the primary source. The register confirms the legal name, registration number, registered address, and date of incorporation. Where the register is accessible without a national identifier, retrieval is direct. Where it requires a local agent or a declaration of legitimate interest, that condition is documented.
Step 2 — Retrieve filed constitutional documents. Articles of association, statutes, or equivalent constitutional documents are filed with the company register in most jurisdictions. These documents contain the registered seat, the object of the company, and — in some jurisdictions — the governing law clause and the dispute resolution clause. Where these documents are not publicly filed, that gap is recorded.
Step 3 — Check for filed shareholder agreements. In a minority of jurisdictions, shareholder agreements or extracts of them are filed with the register or with a notarial archive. Where they are filed, the governing law clause and forum selection clause are retrievable. Where they are not filed — which is the common case — the governing law and forum remain unconfirmed from public sources.
Step 4 — Identify the beneficial ownership layer. Where a UBO register or equivalent disclosure exists and is accessible, the report records the disclosed beneficial owner. Following the CJEU ruling in C-37/20, public access to UBO registers across EU member states is no longer available as a default. Access conditions vary by jurisdiction and are documented individually.
Step 5 — Check insolvency and enforcement registers. An active insolvency proceeding in the jurisdiction of the registered seat affects the enforceability of any judgment or award. The report checks the insolvency register of the relevant jurisdiction. A negative result does not guarantee the absence of a filed application; it confirms only the absence of a published record at the time of retrieval.
Step 6 — Document the gaps. Every step that does not produce a confirmed fact produces a documented gap. The gap is described: what is missing, which source would contain it, and what condition prevents access.
The angle of this report is control. In a shareholder dispute, control is the central fact in dispute. The register shows one layer of it.
The register shows the legal shareholders of record — the persons or entities listed as holding shares at the time of the last filed update. In jurisdictions where share transfers require registration, the register is current. In jurisdictions where transfers take effect by private agreement, the register may lag.
The register does not show voting agreements, drag-along and tag-along rights, or veto rights created by private contract. It does not show nominee arrangements unless the jurisdiction requires their disclosure. It does not show the terms of any shareholders' agreement that has not been filed.
What the register does show is the starting point: the legal structure as officially recorded. That structure determines which law applies to the internal relationship between shareholders and the company. It determines which court has jurisdiction over a claim based on that relationship. It determines which party has standing to bring a derivative action.
Control over the registered structure is control over the jurisdictional answer. That is why the register is the first source, not the last.
Many shareholder disputes involve structures that span more than one jurisdiction. A holding company in one state holds shares in an operating company in a second state. The shareholder agreement is governed by the law of a third state. The dispute resolution clause designates arbitration in a fourth.
In these structures, the jurisdictional question is not answered by a single register. It requires:
Where the holding company is itself held by a further entity, the chain extends. The report documents each link in the chain and identifies the point at which the chain cannot be continued from public sources.
The most common stopping point is the shareholder agreement. In the overwhelming majority of jurisdictions, shareholder agreements are private documents. They are not filed with any register. Their governing law clause and forum selection clause are not publicly accessible. The report records this as a documented gap, not as an absence of the document.
The ceiling of what official sources confirm is stated before any work begins. This section states it.
What official sources confirm:
What official sources do not confirm:
Where the chain stops:
In most cross-border structures, the chain stops at the shareholder agreement. That document governs the governing law and the forum. It is not publicly filed. Its content is not accessible from official sources. The report names this stopping point explicitly and describes what would be required to go further.
A negative result in an insolvency register does not confirm solvency. It confirms the absence of a published record at the time of retrieval. An application may have been filed and not yet published. The report records the retrieval date and the scope of the register checked.
Where two official sources produce inconsistent information, the report records both results and the inconsistency. It does not resolve the inconsistency; resolution requires legal analysis, which is outside the scope of a factual compilation.
Common inconsistencies in jurisdictional reports:
Register versus filed document. The registered address in the register differs from the registered seat stated in the articles of association. This may reflect an amendment to one source that has not yet been reflected in the other.
Register versus UBO disclosure. The legal shareholder of record differs from the disclosed beneficial owner. This is expected where a nominee arrangement is in place and disclosed. It is a documented gap where no explanation appears in the filed documents.
Insolvency register versus register of companies. The company register shows an active entity. The insolvency register shows a proceeding. The report records both and notes the date of each retrieval.
Each inconsistency is a result, not a failure. The report delivers the inconsistency as a documented finding.
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €440 | Registered seat confirmed from company register; legal shareholders of record; filed constitutional documents retrieved and summarised; insolvency register checked; documented gaps listed | Shareholder agreement content; UBO register check; cross-border chain beyond one entity; legal analysis or qualification of findings |
| Standard | €890 | All Signal content; UBO register check where accessible; cross-border chain up to two entities; inconsistencies between sources documented; retrieval conditions for each register documented | Shareholder agreement content; legal analysis; representation; chain beyond two entities |
| Extended | €1800 | All Standard content; cross-border chain up to four entities; insolvency registers checked in each relevant jurisdiction; full source documentation with retrieval dates; structured gap report naming each stopping point and the condition that prevents further access | Shareholder agreement content; legal advice; representation; enforcement action; chain beyond four entities |
What does this report establish that a company register search does not? A company register search returns the data held in one register. This report retrieves and cross-references multiple official sources across the relevant jurisdictions, documents the retrieval conditions for each, records inconsistencies between sources, and produces a structured gap report. The gap report — naming what is missing, which source would contain it, and what prevents access — is the part that a single register search does not produce.
Can the report confirm which law governs the shareholder agreement? Only if the shareholder agreement, or an extract containing the governing law clause, has been filed with a public register. In most jurisdictions it has not. Where it has not been filed, the report records this as a documented gap and identifies which source would contain the information.
Does a negative insolvency result mean the company is solvent? No. It means no insolvency proceeding appears in the register checked, as of the retrieval date. An application may have been filed and not yet published. The report records the retrieval date and the scope of the register.
What happens if the structure spans more than four entities? The Extended tier covers chains up to four entities. Beyond four, the scope is confirmed before work begins and priced accordingly. The ceiling is stated before payment.
Is this report legal advice? No. It is a factual compilation from official registers and public sources. It contains no legal qualification of the findings. For legal advice regarding a specific dispute, contact info@vlolawfirm.com.
Company registers — jurisdiction-specific; official national registers of companies — retrieved 2026-09-01
UBO and beneficial ownership registers — jurisdiction-specific; national registers where accessible under applicable access conditions — retrieved 2026-09-01
Insolvency registers — jurisdiction-specific; official national insolvency and restructuring registers — retrieved 2026-09-01
CJEU — Judgment in Case C-37/20, WM and Sovim SA v Luxembourg Business Registers — curia.europa.eu
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