An ownership structure report before a management buyout maps control from the first registered shareholder to the point where the chain becomes unverifiable. The report does not advise on the transaction. It establishes, from official sources, who holds shares, who controls voting rights, and where the documentary trail ends.
Control is the operative question in every management buyout. The buying team needs to know whether the seller holds the shares outright, whether a third party can block or dilute the transfer, and whether any pledge, lien, or encumbrance sits on the equity. These facts are established from registers, not from representations.
What the report establishesRegistered shareholders with share classes and proportions; directors and authorised signatories; filed encumbrances on equity where the register records them. Sources: national company register and, where available, a pledges or charges register. Verified October 2026. What it does not establishBeneficial ownership layers held through nominee arrangements not disclosed to the register; oral or undocumented shareholder agreements; encumbrances registered in a jurisdiction outside the scope of the order. Condition of accessMost company registers require a national identifier, a registered-user account, or a declaration of legitimate interest. These conditions vary by jurisdiction and are resolved before extraction begins. Registry feesRegistry access fees vary by jurisdiction and document type. No exact tariff is stated here; the mechanism is described in the Sources section below.What the register layer shows
Every jurisdiction that maintains a company register records at least the legal name, registration number, and registered address of a company. Most also record the names of directors and, for private companies, the names of shareholders with their proportions.
The depth of that record varies. Some registers publish the full shareholders list as a filed document, updated on each change of ownership. Others record only the founding shareholders and require a separate filing to reflect transfers. A few jurisdictions do not require private companies to file shareholders lists at all.
For a management buyout, the relevant documents are:
- The current shareholders list or equivalent register extract
- The articles of association or constitutional document, showing share classes and voting rights
- Any filed charge, pledge, or encumbrance over the shares
- The register of directors and authorised signatories
Each of these is extracted from the primary official source. Where the register provides a certified or apostilled extract, that version is obtained.
Control: what the shareholder can enforce
Registered ownership and effective control are not always the same. A shareholder holding 51 percent of ordinary shares controls an ordinary resolution. Whether that shareholder can block a special resolution, appoint or remove directors, or prevent a transfer depends on the articles and any shareholders agreement.
The articles are a filed document in most jurisdictions. The shareholders agreement is not. It is a private contract between the parties and does not appear in the register.
The report establishes what the filed documents show. It identifies the share classes, the voting rights attached to each class, and any restrictions on transfer recorded in the articles. It does not reconstruct the terms of any private agreement.
Where the register records a pledge or charge over shares, the report identifies the chargeholder and the date of registration. Where no such record exists, the report states that no encumbrance was found in the sources searched — not that no encumbrance exists.
The order of steps
The report follows a fixed sequence regardless of jurisdiction.
Step 1 — Identification. The target entity is identified by its legal name and registration number. Where the number is not supplied, it is located through the register's search function. Ambiguous results are flagged before extraction proceeds.
Step 2 — Current status. The register is checked for active status, any dissolution, strike-off, or insolvency filing. A company in dissolution cannot be the subject of a valid transfer.
Step 3 — Shareholders list. The most recent filed shareholders list is extracted. The date of filing is recorded. If the list predates the instruction by more than a defined period, that gap is noted.
Step 4 — Share structure. The articles or constitutional document are extracted and reviewed for share classes, voting rights, quorum requirements, and transfer restrictions.
Step 5 — Encumbrances. The charges or pledges register, where one exists and is accessible, is searched against the company's registration number. Results are recorded with registration dates.
Step 6 — Directors and signatories. The current register of directors is extracted. The authorised signatories for the transfer are identified against this list.
Step 7 — Limit statement. The report closes with a statement of what could not be established and why — the point at which the chain breaks.
Where the sources disagree
In a management buyout, the most common source disagreement is between the filed shareholders list and the cap table presented by the seller. The filed list reflects the position at the date of the last filing. The seller's cap table may reflect subsequent transfers, option exercises, or conversions that have not yet been filed.
That gap is a fact, not an interpretation. The report records both the filed position and the date of the last filing. It does not reconcile the two. Reconciliation requires the underlying transfer instruments, which are private documents.
A second common disagreement is between the articles as filed and the articles as amended. Some jurisdictions require each amendment to be filed separately. If an amendment has not been filed, the register shows an earlier version. The report identifies the version date of the document extracted.
A third disagreement arises where shares are held through a holding company registered in a different jurisdiction. The domestic register shows the holding company as shareholder. The ultimate beneficial owner is recorded, if at all, in the register of the holding company's jurisdiction. That register is a separate extraction, covered under the Extended tier.
The limit of what the sources allow
Official registers record what has been filed. They do not record what has not been filed, what has been filed incorrectly, or what exists only in private agreements.
The following cannot be established from official sources alone:
- Beneficial ownership held through nominees where no UBO register exists or where access is restricted
- Shareholders agreements, drag-along and tag-along rights, and pre-emption arrangements
- Encumbrances created under a law that does not require registration
- Transfers executed but not yet filed at the date of extraction
- Voting arrangements created by proxy or power of attorney not deposited with the register
Where a UBO register exists and is accessible, the report extracts the filed beneficial ownership record. Following the CJEU judgment in Case C-37/20, public access to UBO registers in EU member states is restricted by default. Access conditions vary by jurisdiction and are confirmed before extraction.
The report states the extraction date for every document. Facts established are facts as at that date. A transfer filed the following day is not captured.
This ceiling is stated before payment. The scope of each tier defines what is searched and what is not. No tier covers what the sources do not contain.
What is included at each tier
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Current shareholders list; register status; directors list; one jurisdiction | Charges register; articles review; multi-layer structure; second jurisdiction |
| Standard | €1,900 | Signal scope plus articles and share class analysis; charges or pledges register where accessible; written limit statement | Beneficial ownership layers in a second jurisdiction; private shareholders agreement; apostilled extract |
| Extended | €4,200 | Standard scope plus holding company layer in a second jurisdiction; UBO register extraction where accessible; full limit statement with source map; certified extracts where available | Private agreements; oral arrangements; encumbrances not required to be registered; jurisdictions beyond the two covered |
The Signal tier answers one question: who is the registered shareholder and is the company in good standing. The Standard tier answers the control question: what rights attach to those shares and is there a recorded encumbrance. The Extended tier follows the chain one layer up, into the holding company's jurisdiction.
FAQ
What is the difference between registered ownership and beneficial ownership? Registered ownership is the name that appears in the company register as shareholder. Beneficial ownership is the person who ultimately controls or benefits from those shares. The two coincide where shares are held directly. They diverge where shares are held through a nominee, a trust, or a chain of holding companies. The report establishes registered ownership from the company register. Beneficial ownership is established, where possible, from a UBO register or from the holding company's register. Where neither source is accessible, the report states that the beneficial ownership layer could not be verified from official sources.
How current is the shareholders list? The report extracts the most recent filed version. The filing date is recorded. In jurisdictions where transfers must be filed within a defined period, the gap between the filing date and the extraction date indicates the maximum potential lag. In jurisdictions with no mandatory filing timeline, the gap is indeterminate. The report states which regime applies.
Does the report cover shareholders agreements? No. A shareholders agreement is a private contract. It is not filed with the company register and does not appear in any official source. The report covers the articles of association, which are a filed document, and any transfer restrictions recorded there. Rights created only by private agreement are outside the scope of every tier.
What happens if the register is not accessible in English? Extraction is performed in the language of the register. The report is delivered in English. Document titles and key terms are translated. Full translation of source documents is not included in any tier but can be arranged separately.
Can the report be used as a transaction document? The report is a factual compilation from official sources. It is not a legal opinion and does not constitute due diligence advice. It is a source-referenced record of what the registers show at the date of extraction. Whether it satisfies the due diligence requirements of a specific transaction is a question for the legal advisers on that transaction.
What if the target company is registered in a jurisdiction not covered by the order? The scope of the order is confirmed before work begins. If the target is registered in a jurisdiction outside the agreed scope, the report states that and does not speculate about the register's contents. An extension to a second jurisdiction is covered under the Extended tier.
Sources
The following source types are used depending on jurisdiction. No single source covers all jurisdictions. Exact access fees and registration requirements are confirmed per jurisdiction before extraction.
- National company register — primary source for shareholders list, directors, and company status. Access conditions (registration, national identifier, declaration of legitimate interest) vary by jurisdiction.
- Charges or pledges register — where a separate register exists for encumbrances over shares or assets, it is searched by registration number. Not all jurisdictions maintain a searchable charges register.
- UBO or beneficial ownership register — where one exists and access is permitted. EU member state registers are subject to access restrictions following CJEU C-37/20. Access conditions confirmed per jurisdiction.
- Insolvency or dissolution register — searched to confirm active status. Absence of a record does not guarantee that no proceeding has been filed; filing lag varies by jurisdiction.
- Official gazette or register of filed documents — used where the primary register does not provide document-level access to articles or shareholders lists.
All sources are official public registers or official government databases. No third-party aggregator is used as a primary source.
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
