Appointing a nominee director transfers formal control of a company to a third party. Before that step is taken, the actual ownership structure must be on record. Who holds the shares, who holds the voting rights, and who can instruct the nominee — these are not the same question. Each requires a separate source.
The angle here is control: not what the register says a company is, but who actually controls it and what the shareholder can enforce once a nominee is in place. That question is answered before the appointment, not after.
What this report establishesThe shareholder of record, the chain of ownership above that shareholder, any pledges or encumbrances on the shares, and the scope of the nominee's authority as filed. Source: corporate registers and filed constitutional documents · verified 2026-09-15 What it does not establishUndisclosed beneficial ownership arrangements, oral side-agreements, and trust structures that have not been filed in any register. Price tiersSignal €890 · Standard €1900 · Extended €4200. Scope of each tier is set out in the table below. Registry accessAccess conditions, fees and turnaround times vary by jurisdiction. No single tariff applies across the 35 jurisdictions covered. Mechanisms are described without figures where registry facts are not on record.What the ownership structure must show before a nominee is appointed
A nominee director acts on behalf of the beneficial owner. The legal relationship between them is governed by a nominee agreement — a document that is rarely filed in any public register. What the register does show is the director of record, the shareholder of record, and any filed changes to those positions.
Before the appointment, three layers require verification.
Layer 1 — the shareholder of record. The corporate register in the jurisdiction of incorporation shows who holds shares as of the last filed update. In most civil-law jurisdictions, a shareholders' list or equivalent document is filed on each change. In common-law jurisdictions, the register of members is maintained by the company and may or may not be filed centrally.
Layer 2 — the chain above the shareholder. Where the shareholder is itself a legal entity, the chain must be traced upward. Each link in the chain requires a separate register query in the relevant jurisdiction. The chain ends either at a natural person or at a structure that does not disclose its members — a Delaware LLC, a Scottish LP, a Cayman exempted company. The report names the point at which the chain ends and states why.
Layer 3 — encumbrances on the shares. Pledges, security interests and options over shares are filed in different registers depending on jurisdiction: the commercial register, a dedicated pledge register, or a notarial record. An unencumbered shareholder and an encumbered one have materially different positions after a nominee is appointed.
None of these layers is established by asking the company. Each requires a direct query to the relevant official source.
Control after the appointment: what the shareholder can enforce
Once a nominee director is in place, the shareholder's ability to enforce instructions depends on what is documented before the appointment.
The nominee agreement defines the scope of authority. It is a private document. Its existence can be confirmed; its terms cannot be verified from any public register. What can be verified is whether the nominee agreement is consistent with the company's constitutional documents as filed.
Shareholder resolutions, articles of association, and any filed shareholders' agreements set the outer boundary of what the nominee can do without further authorisation. These documents are filed in the corporate register and are retrievable. Where they are not filed — as is common in jurisdictions that do not require articles to be publicly registered — the report states that the boundary cannot be verified from public sources.
The practical consequence: a shareholder who has not verified the filed constitutional documents before appointing a nominee may find that the nominee's authority under the company's constitution is wider or narrower than the nominee agreement assumes.
Order of steps in the verification process
The report follows a fixed sequence. The sequence is the same regardless of jurisdiction.
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Identify the jurisdiction of incorporation. The legal entity identifier, registered number, or trade register extract establishes this. Where the company operates under a name that differs from its registered name, both are checked.
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Retrieve the current register extract. This establishes the director of record, the shareholder of record, the registered address, and the date of the last filed change. The extract is retrieved directly from the competent authority, not from a data aggregator.
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Retrieve the filed constitutional documents. Articles of association, memorandum of incorporation, or equivalent. Where these are not publicly filed, the report states the gap.
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Trace the ownership chain. Each corporate shareholder triggers a separate query in its jurisdiction of incorporation. The chain is traced until a natural person or an opaque structure is reached.
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Check for encumbrances. The pledge register or equivalent is queried for the shares held by the direct shareholder. Where no centralised pledge register exists, the report states the mechanism by which encumbrances are recorded in that jurisdiction.
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Review the nominee agreement against the filed documents. Consistency between the nominee agreement and the constitutional documents is checked. Inconsistencies are flagged. No legal qualification of those inconsistencies is provided in the report.
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State the ceiling. The report closes with a statement of what could not be established and why — the point at which the documentary chain ends.
Sources used across 35 jurisdictions
The report draws on official sources only. The category of source varies by jurisdiction.
| Source category | What it shows | What it does not show |
|---|---|---|
| Corporate register extract | Director of record, shareholder of record, registered address, filing history | Beneficial owner where not required to be filed |
| Filed constitutional documents | Scope of shareholder and director authority | Unregistered amendments, side letters |
| Pledge / security register | Encumbrances on shares as filed | Unregistered security interests |
| UBO / beneficial ownership register | Declared beneficial owner (where register is accessible) | Undeclared arrangements, trust structures |
| Insolvency register | Filed insolvency proceedings | Proceedings filed but not yet recorded |
| Filed financial statements | Reported equity structure, related-party transactions | Off-balance-sheet arrangements |
Across the 35 jurisdictions covered, not every source category is available in every jurisdiction. The report states which sources were queried, which returned a result, and which were unavailable or restricted.
Note on UBO registers in EU jurisdictions. Following the Court of Justice of the European Union ruling in joined cases C-37/20 and C-601/20, public access to UBO registers in EU member states is restricted by default. Access conditions vary by member state and are subject to change. The report states the access condition applicable at the time of retrieval.
The limit of what the sources allow
Official registers show what has been filed. They do not show what has not been filed.
The following categories are outside the ceiling of what the sources allow, regardless of jurisdiction:
- Oral nominee agreements and undocumented side arrangements
- Trust structures where the trust deed has not been filed in any register
- Beneficial ownership arrangements in jurisdictions where UBO registration is not required or where the register is not accessible to the requesting party
- Share transfers that have been agreed but not yet filed
- Pledges and security interests that have been created but not registered in a jurisdiction where registration is not constitutive
The report does not speculate beyond what the sources show. Where a gap is identified, it is named. Where the chain ends, the report states the last verified link and the reason the chain cannot be extended further.
This is not a limitation of the report. It is the accurate description of what official sources contain. A report that claims to establish what registers do not show is not a more thorough report — it is an unreliable one.
Scope and fixed price
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Corporate register extract (jurisdiction of incorporation); director and shareholder of record; filed constitutional documents; statement of the documentary ceiling | Ownership chain above the direct shareholder; pledge register query; UBO register query; review of nominee agreement against filed documents |
| Standard | €1900 | Everything in Signal, plus: ownership chain traced one level above the direct shareholder; pledge register query in the jurisdiction of incorporation; UBO register query where accessible; summary of encumbrances identified | Multi-level chain tracing beyond one intermediate holding; filed financial statements; insolvency register query; review of nominee agreement |
| Extended | €4200 | Everything in Standard, plus: full chain tracing to natural person or identified opaque structure; insolvency register query; filed financial statements review; consistency check between nominee agreement and constitutional documents; statement of each gap with the reason it cannot be closed from public sources | Legal qualification of findings; legal advice on nominee agreement terms; representation in any proceeding |
The price covers the report as described. It does not cover legal advice, representation, or any action taken on the basis of the report.
FAQ
What is the difference between the shareholder of record and the beneficial owner? The shareholder of record is the person or entity whose name appears in the corporate register as the holder of shares. The beneficial owner is the natural person who ultimately owns or controls those shares, whether directly or through a chain of intermediaries. In jurisdictions where beneficial ownership registration is required, the two may be cross-checked. Where it is not required, or where the register is not accessible, the beneficial owner cannot be established from public sources alone.
Does the report cover the nominee agreement itself? The Signal and Standard tiers do not include a review of the nominee agreement. The Extended tier includes a consistency check between the nominee agreement and the constitutional documents as filed. The report does not provide legal advice on the terms of the nominee agreement.
What happens if the ownership chain cannot be traced to a natural person? The report states the last verified link in the chain and identifies the structure at which the chain ends — for example, a limited liability company in a jurisdiction that does not disclose its members. The report explains why the chain cannot be extended further. This is a documented finding, not a failure of the report.
How long does the report take? Turnaround depends on the jurisdictions involved and the accessibility of the relevant registers. The timeline is confirmed after the request is submitted and the jurisdictions are identified.
Is the report updated if the register changes after delivery? The report reflects the state of the sources at the date of retrieval. It is not a monitoring service. If a material change occurs after delivery, a supplementary query can be requested separately.
Can the report be used in a transaction or due diligence process? The report is a factual compilation from official sources. It is provided for informational purposes. Whether it meets the evidentiary or documentary requirements of a specific transaction is a question for the legal advisers on that transaction.
Sources
The following source categories are used across the 35 jurisdictions covered. Specific registers are identified in each delivered report by jurisdiction.
- National commercial and company registers (corporate register extract, filed constitutional documents, shareholder lists)
- National pledge and security registers (where maintained centrally)
- National UBO / beneficial ownership registers (where accessible under applicable access conditions)
- National insolvency registers
- Filed financial statements repositories (where publicly accessible)
Official register portals referenced in delivered reports include, among others: Companies House (United Kingdom) — https://find-and-update.company-information.service.gov.uk; Handelsregister (Germany) — https://www.handelsregister.de; Registro Mercantil (Spain) — https://www.registradores.org; Companies Registration Office (Ireland) — https://www.cro.ie; Krajowy Rejestr Sądowy (Poland) — https://ekrs.ms.gov.pl.
Source verification dates are stated in each delivered report by jurisdiction and source. All sources used in reports delivered under this service are retrieved no earlier than 30 days before the report delivery date.
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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
