A cross-border merger transfers control. Before that transfer is agreed, the buyer must know who holds control now — and on what terms that control can be enforced.
The question is not abstract. In most jurisdictions, the shareholder register, the articles of association, and the beneficial ownership declaration are three separate documents held in three separate places. They may agree. They may not. The gap between them is the first thing a structure report establishes.
What the report establishesThe registered ownership chain of each entity in scope: shareholders named in the register, their recorded percentages, and the layer at which the chain becomes opaque. Source: national commercial registries · verified 2026-09-01. What triggers the reportPre-merger due diligence, regulatory filing, or a financing condition requiring verified ownership disclosure. No single trigger; the report serves all three. Where the chain stopsIn most civil-law jurisdictions, the commercial register records the immediate shareholder. The layer above that shareholder — whether a trust, a foreign holding, or a nominee — is recorded elsewhere or not recorded at all. What the report does not doIt does not qualify the legal effect of what is found. It states what the sources show, names the layer at which they stop, and flags where the sources disagree.What a structure report covers before a merger
A cross-border merger typically involves two or more entities incorporated in different jurisdictions. Each entity has its own register, its own filing rules, and its own disclosure threshold.
The report maps the ownership layer of each entity in scope. It draws on the commercial register of each jurisdiction, the most recently filed articles of association, and — where the register makes it available — the shareholder list or its equivalent.
For each entity, the report records:
- the name and registered address of each direct shareholder
- the percentage or number of shares attributed to each
- the date of the most recent update in the register
- the document or filing from which the data is drawn
- the layer at which the register stops disclosing
Where a shareholder is itself a legal entity, the report traces one further layer if the relevant register is accessible without a national identifier or a domestic legal-interest declaration. Where that condition is not met, the chain is noted as untraced at that point.
Source: national commercial registries across jurisdictions in scope · verified 2026-09-01
Control: what the register shows and what it does not
The commercial register records legal ownership. It does not record economic control, voting agreements, or shareholder pacts unless those instruments have been filed.
In jurisdictions that require shareholder agreements to be deposited with the register, the report retrieves and summarises the deposited text. In jurisdictions where shareholder agreements are private contracts, the register is silent on them. The report states which regime applies to each entity in scope.
Beneficial ownership declarations — where a separate UBO register exists — are retrieved where access is available to a foreign requester without a domestic identifier. Following the CJEU ruling in C-37/20, public access to UBO registers across EU member states is no longer the default. Access conditions vary by member state. The report states, for each jurisdiction, whether the UBO register was accessible, what it returned, and what access condition blocked retrieval where it did.
The result is a layered picture: what the commercial register shows, what the UBO register adds or withholds, and what neither source covers.
Source: national commercial registries; UBO/beneficial ownership registers where accessible · verified 2026-09-01
The order of steps
The report follows a fixed sequence regardless of the number of jurisdictions in scope.
Step 1 — Entity list. All legal entities in the merger structure are identified by name, jurisdiction of incorporation, and registration number. The buyer provides this list or confirms it against the draft merger agreement.
Step 2 — Registry retrieval. For each entity, the relevant commercial register is queried. Where the register is accessible without a national identifier, retrieval is direct. Where a national identifier or a domestic legal-interest declaration is required, the report notes the access condition and the layer it blocks.
Step 3 — Document review. Filed documents — articles of association, shareholder lists, annual returns — are retrieved and reviewed for ownership data. The most recent version of each document is used. Where multiple versions exist, the report notes the date of each and uses the latest filed.
Step 4 — Cross-source comparison. Data from the commercial register is compared against the UBO register (where accessible) and against any filed shareholder agreement. Discrepancies are flagged as a separate finding, not resolved by the report.
Step 5 — Chain mapping. The ownership chain is drawn from the entity upward. Each layer is attributed to a source. The layer at which the chain becomes opaque is named, and the reason — inaccessible register, nominee structure, trust layer, or missing filing — is stated.
Step 6 — Limit statement. The report closes with an explicit statement of what the sources did not allow the analysis to reach. This is not a caveat. It is a finding.
Jurisdictions and source access
A cross-border merger may span jurisdictions with very different registry regimes. The report does not assume uniform access.
In some jurisdictions, the commercial register is fully public and machine-readable. In others, retrieval requires a registered account, a fee, a national identifier, or a declaration of legitimate interest. In a small number of jurisdictions, the register is not electronically accessible at all, and retrieval requires a local correspondent.
The report states, for each jurisdiction in scope, which of these conditions applied and what it produced. Where a condition blocked retrieval entirely, the report does not substitute an estimate. It records the block.
The following categories of access condition are the most common across the 35 jurisdictions covered by this service:
| Access condition | Effect on retrieval |
|---|---|
| Public, no registration required | Full retrieval; document downloaded directly |
| Registration required, open to foreign applicants | Retrieval after account creation; delay of one to three business days |
| National identifier required | Retrieval blocked for foreign requester; layer noted as inaccessible |
| Legal-interest declaration required | Retrieval conditional on filing; outcome depends on jurisdiction's acceptance criteria |
| Register not electronically accessible | Retrieval via local correspondent; timeline extended |
Source: registry access conditions verified across jurisdictions in scope · verified 2026-09-01
Where the sources disagree
Discrepancies between sources are a finding, not an error in the report.
The most common discrepancy pattern in pre-merger structure work: the commercial register records a shareholder at a percentage that differs from the percentage stated in the most recently filed shareholder list. This arises when a share transfer has been executed but not yet reflected in one of the two documents.
A second pattern: the UBO register names a beneficial owner whose identity does not correspond to the ultimate shareholder visible in the commercial register chain. This may reflect a nominee arrangement, a trust, or a filing lag.
A third pattern: the articles of association on file predate a capital increase or a restructuring that is visible in the shareholder list. The articles have not been updated. The register holds both versions; the report retrieves both and notes the gap.
In each case, the report states what each source shows, the date of each document, and the nature of the discrepancy. It does not resolve the discrepancy. Resolution requires either a direct request to the company or a legal process in the relevant jurisdiction — neither of which is within the scope of a registry-based report.
The limit of what the sources allow
The commercial register records what has been filed. It does not record what has not been filed, what has been filed incorrectly, or what is held in a structure that sits outside the filing obligation.
The following limits apply across all jurisdictions covered by this service and are stated in the report before delivery:
Nominee shareholders. Where a nominee holds shares on behalf of a principal, the register records the nominee. The principal is not visible unless a beneficial ownership declaration has been filed and is accessible.
Trust layers. A trust is not a legal entity in most civil-law jurisdictions. It does not appear in the commercial register. Where a trust holds shares through a trustee, the register records the trustee. The trust instrument is a private document.
Shareholder agreements. In jurisdictions where shareholder agreements are not required to be filed, the register is silent on voting arrangements, drag-along rights, pre-emption clauses, and any other contractual control mechanism.
Filing lag. A share transfer takes effect on execution. The register reflects it on filing. The gap between execution and filing varies by jurisdiction and by the diligence of the parties. The report uses the register as of the date of retrieval and states that date.
UBO register access post-C-37/20. Following the CJEU ruling, public access to beneficial ownership registers across EU member states requires a demonstrated legitimate interest in most jurisdictions. The report states whether that condition was met for each entity in scope.
Offshore holding layers. Where the chain leads to an entity incorporated in a jurisdiction outside the 35 covered by this service, the report traces to the boundary of coverage and states where it stops.
The ceiling of what the sources allow is stated before payment. If the structure in scope is known to involve layers that the sources cannot reach, the report states that at the outset — not after delivery.
Scope and fixed price
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Commercial register retrieval for up to three entities in one jurisdiction; shareholder chain to the first opaque layer; source-dated findings document; limit statement | UBO register retrieval; cross-source comparison; entities beyond three; second jurisdiction |
| Standard | €1,900 | Commercial register retrieval for up to six entities across up to three jurisdictions; UBO register retrieval where accessible; cross-source comparison; shareholder chain to the deepest accessible layer; discrepancy findings; limit statement per jurisdiction | Entities beyond six; jurisdictions beyond three; shareholder agreement review; local correspondent retrieval |
| Extended | €4,200 | Commercial register and UBO register retrieval across all entities and jurisdictions in scope (up to 35 jurisdictions); shareholder agreement review where filed; full cross-source comparison; chain map to the deepest accessible layer; discrepancy findings; access-condition log per jurisdiction; limit statement per jurisdiction | Layers blocked by national-identifier requirement; trust instruments; unregistered shareholder agreements; legal qualification of findings |
The price is fixed at the tier selected. The scope is defined before the report begins. If the structure in scope exceeds the tier selected, the report states what was covered and what was not — it does not expand scope without a separate instruction.
FAQ
What does the report deliver that a lawyer reviewing the merger agreement does not? A merger agreement review works from documents the parties have chosen to disclose. A registry-based structure report works from what the official sources hold independently of the parties. The two are complementary. The report establishes the baseline against which disclosed documents can be checked.
How long does the report take? Timeline depends on the number of entities, the number of jurisdictions, and the access conditions in each. Jurisdictions requiring registration or a legal-interest declaration add one to three business days per jurisdiction. The timeline is confirmed before the report begins.
What happens if a register is inaccessible? The report records the access condition that blocked retrieval, the layer it blocked, and the reason. It does not substitute an estimate or a secondary source. The finding is: inaccessible at this layer, for this reason, as of this date.
Does the report cover shareholder agreements? At the Extended tier, the report retrieves and summarises shareholder agreements that have been filed with the relevant register. It does not retrieve or review private shareholder agreements that have not been filed. Their existence is noted where the register indicates a filing obligation has not been met.
Can the report be used as a regulatory filing? The report is a factual compilation from official sources. Whether it satisfies a specific regulatory filing requirement in a specific jurisdiction is a question of local law. The report does not make that determination.
What if the ownership chain leads outside the 35 jurisdictions covered? The report traces to the boundary of coverage and states where it stops. The entity at the boundary is named, its jurisdiction of incorporation is noted, and the reason coverage ends there is stated.
Sources
- National commercial registries across jurisdictions in scope — verified 2026-09-01
- Beneficial ownership / UBO registers where accessible to foreign requesters — verified 2026-09-01
- Filed articles of association and shareholder lists retrieved from the relevant register in each jurisdiction — verified 2026-09-01
- CJEU judgment C-37/20 (WM and Sovim SA v Luxembourg Business Registers) — public record
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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: Katharina Berg — Partner, Central Europe, VLO Law Firm
