A secondary share sale transfers an existing stake — not newly issued equity. The buyer acquires whatever the seller actually holds, including encumbrances, pledges, and restrictions that no term sheet recites. Establishing control before the transaction closes is not a formality. It is the only way to know what is being purchased.
The angle here is control: who exercises it, through what instruments, and what a shareholder can enforce once the transfer is recorded. That question runs through every layer of the report — from the founding documents to the most recent shareholders' register entry.
What the report establishesNamed shareholders with percentage stakes, directors with signing authority, pledges or encumbrances on the shares being sold, and the point at which the documentary chain ends. Source: official company registers and filed constitutional documents · verified 2026-10-01. What it does not establishBeneficial ownership beyond the registered layer where UBO registers are closed or restricted; oral side-agreements; undisclosed nominee arrangements. Source: structural limitation of public registers · verified 2026-10-01. Jurisdictions covered35 jurisdictions across the cross-border corporate market. Each jurisdiction is assessed against its own register layer; no single source covers all 35. Source: VLO Law Firm registry matrix · verified 2026-10-19. Price tiersSignal €890 · Standard €1,900 · Extended €4,200. Scope defined below.In a secondary sale, the seller's title derives from a chain of prior transfers. Each link in that chain was recorded — or was not. A gap in the chain is not a technicality; it is a defect in title that survives closing.
Control, in the documentary sense, means three things: who holds the shares on the register, who has authority to bind the company, and whether any third party holds a right over the shares being transferred. All three must be established before the transaction proceeds.
The report works through each layer in sequence. The register layer comes first: current shareholders, percentage stakes, and the date of the last recorded transfer. The constitutional layer follows: articles of association, shareholders' agreements filed with the register, and any restrictions on transfer. The encumbrance layer is last: pledges, security interests, and court orders affecting the shares.
Where a jurisdiction maintains a public register of share pledges, the report queries it. Where no such register exists, the report states that fact explicitly. The buyer then knows the limit of what documentary verification can establish.
Register quality varies sharply across the 35 jurisdictions in scope. Three categories apply.
Category A — full disclosure. The register names shareholders, states percentage stakes, and records the date of each transfer. Constitutional documents are filed and retrievable. This is the standard in most Western European jurisdictions and several common-law markets.
Category B — partial disclosure. The register confirms that a company exists and names its directors. Shareholders are not disclosed, or are disclosed only in aggregate. Delaware LLC membership is the canonical example: the register does not name members. Establishing ownership requires the operating agreement, which is a private document.
Category C — minimal disclosure. The register confirms incorporation and a registered address. No directors, no shareholders, no filed documents. Several offshore and low-disclosure jurisdictions fall here. The report states the category and describes what supplementary sources, if any, can partially fill the gap.
| Category | Register discloses | Shareholder names retrievable | Constitutional documents filed |
|---|---|---|---|
| A — full | Shareholders, directors, transfers | Yes, from register | Yes |
| B — partial | Directors only, or aggregate equity | Not from register alone | Sometimes |
| C — minimal | Incorporation, address | No | No |
The category assigned to each jurisdiction in scope is stated in the report. The buyer receives a jurisdiction-by-jurisdiction breakdown, not a single composite answer.
Shareholders' registers record who holds shares. They do not always record what those shares carry. Transfer restrictions, pre-emption rights, drag-along and tag-along clauses, and consent requirements all live in the constitutional documents — not in the register entry.
In jurisdictions where shareholders' agreements are filed with the register, the report retrieves and reviews them. In jurisdictions where they are not filed — which is the majority — the report identifies the gap and states what the seller's disclosure should contain to fill it.
Pre-emption rights are the most common source of post-closing disputes in secondary sales. If existing shareholders hold a right of first refusal, a transfer made without offering them the shares first may be voidable. The report identifies whether the articles filed with the register contain such a clause. It does not assess whether the clause was waived; that requires the seller's confirmation and is outside the scope of a documentary report.
Consent requirements — where the board or other shareholders must approve a transfer — are similarly identified from filed documents. The report states whether a consent mechanism exists. It does not confirm that consent was obtained.
A share pledge gives the pledgee a right over the shares that survives a transfer to a bona fide purchaser in some jurisdictions and does not in others. The report identifies whether a pledge register exists in the relevant jurisdiction and, where it does, queries it.
Court orders restricting transfer — freezing orders, attachment orders, insolvency-related restrictions — are recorded in different places depending on the jurisdiction. Some are noted on the company register. Some appear only in court records. Some are not publicly accessible at all.
The report queries each available source. Where a source is not publicly accessible, the report states that fact. The buyer receives a clear account of what was checked, what was found, and what could not be checked.
Insolvency status is checked separately. A negative result in an insolvency register does not guarantee that no petition has been filed; filing and registration are not always simultaneous. The report states the date of the query and notes this structural limitation.
UBO registers in EU member states are closed to general public access following the CJEU ruling in C-37/20. Access requires a demonstrated legitimate interest, assessed by the national authority. The standard varies by jurisdiction and is not guaranteed.
Where UBO register access is available — whether through a legitimate interest application or because the jurisdiction maintains a public register — the report queries it. Where access is not available, the report states the last verifiable layer and names the point at which the chain ends.
In practice, this means the report will often establish the registered shareholder — which may be a holding company — without being able to confirm who controls that holding company. That is not a failure of the report. It is the accurate description of what the sources allow.
The buyer who receives a report stating "chain ends at the registered holding company; UBO register access denied" has more actionable information than the buyer who receives no report at all. The limit is stated before payment.
Official registers record what was filed. They do not record what was agreed privately, what was omitted, or what has changed since the last filing. Every report produced under this scope operates within that ceiling.
Specific limits that apply across the 35-jurisdiction scope:
These limits are stated in the report itself, not only here. The buyer receives the ceiling alongside the findings.
Where two sources return conflicting information about the same fact — for example, where the shareholders' register and a filed annual return name different shareholders — the report records both entries, states the date of each, and identifies which source is authoritative under the applicable law.
Discrepancy between the register and filed financial statements is itself a finding. It may indicate a transfer that was recorded in the accounts but not yet filed with the register, or the reverse. Either way, the discrepancy is reported as a fact, not resolved by inference.
The report does not choose between conflicting sources. It presents both and states the structural reason for the conflict where that reason is identifiable from public documents.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Register layer for one jurisdiction: current shareholders, directors, last recorded transfer date, insolvency status query. Summary of constitutional documents filed with the register. | Encumbrance layer; UBO query; cross-border chain; shareholders' agreement review beyond filed documents. |
| Standard | €1,900 | Register layer for up to three jurisdictions. Constitutional layer including transfer restrictions and pre-emption clauses from filed documents. Encumbrance layer where a public pledge register exists. Insolvency query in each jurisdiction. Discrepancy report where sources conflict. | UBO register access applications; jurisdictions beyond three; oral or unfiled agreements; legal qualification of findings. |
| Extended | €4,200 | Register, constitutional, and encumbrance layers across the full cross-border chain up to 35 jurisdictions. UBO register query where access is available, with legitimate interest application where required. Jurisdiction-by-jurisdiction disclosure category map. Full discrepancy report. Written summary of the point at which each chain ends and why. | Findings that require access to private documents; legal advice on the implications of findings; representation in any proceeding. |
The ceiling of what the sources allow is stated before payment. If the relevant jurisdictions fall into Category B or C, that is disclosed at the scoping stage, before the report is commissioned.
What does the report establish that a term sheet does not? A term sheet records what the parties have agreed to represent. The report establishes what the official sources show, independently of those representations. Where the two diverge, the divergence is the finding.
Can the report confirm that no pledge exists over the shares? Where a public pledge register exists in the relevant jurisdiction, the report queries it and reports the result. Where no such register exists, the report states that fact. Absence of a result from a non-existent register is not confirmation that no pledge exists.
What happens if the UBO register access is denied? The report states the last verifiable layer — typically the registered shareholder — and records that UBO register access was denied or not available. The buyer receives the accurate limit of what the sources allow.
Does the report cover all 35 jurisdictions in every tier? No. Signal covers one jurisdiction. Standard covers up to three. Extended covers the full cross-border chain up to 35 jurisdictions. The scope is defined at the time of the request based on the actual chain of the target structure.
How long does the report take? Turnaround depends on the number of jurisdictions, the register category in each, and whether a UBO legitimate interest application is required. Indicative timelines are provided at the scoping stage.
Is the report a legal opinion? No. The report is a factual compilation from official registers and public sources. It contains no legal qualification of the findings. For advice on the legal implications of the findings, a separate instruction is required.
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