A put option fixes the price and the moment of sale. It does not fix the ownership structure of the counterparty. Between signing and exercise, the chain of control can change — and the buyer's right to enforce depends entirely on who actually holds the shares at the moment of exercise.
The question this report answers is not legal: it is factual. Who controls the company today, through which entities, and what does the documentary record confirm? The limit of what the sources allow is stated before payment is made.
What the report establishesThe registered ownership chain of the target entity, named shareholders with their recorded stakes, and the identity of directors at the date of extraction. Source: official corporate registries in the relevant jurisdiction · verified September 2026. Control angleEach layer of the structure is mapped to the point where the registry record ends. The report names that endpoint explicitly. Source: registry-level documents · verified September 2026. What the report does not establishBeneficial ownership above the registered layer is not confirmed unless a dedicated UBO register with verified access exists in the jurisdiction. The report states which register was consulted and what it returned. Price tiersSignal €890 · Standard €1900 · Extended €4200. Scope defined in the tier table below.A put option grants the holder the right to sell shares at a defined price. The enforceability of that right depends on the legal capacity of the counterparty — the entity obligated to buy. If that entity is a shell, a subsidiary without independent assets, or a company whose ultimate controller has changed, the option may be unenforceable in practice even if it is valid on paper.
The ownership structure report maps three things before the option is signed:
This is not a legal opinion on enforceability. It is a factual map of what the documentary record shows and where it stops.
The first layer is the most reliable. Corporate registries in most jurisdictions record the direct shareholders of a legal entity, their percentage stakes, and the dates on which those stakes were registered. The report extracts this layer from the official registry of the jurisdiction where the target is incorporated.
The reliability of this layer varies by jurisdiction. Some registries update in real time; others carry a statutory lag of weeks or months. The report states the extraction date and the statutory update cycle of the source registry.
The second layer establishes who can bind the entity. The report identifies the current directors, their appointment dates, and — where the registry records it — the scope of their signing authority. This layer is relevant to the put option because the counterparty's obligation to purchase must be executed by a person with authority to do so.
Where the registry does not record signing authority, the report notes the gap. The scope of authority is then a matter for the option agreement itself, not for the registry record.
Where the registered shareholder is itself a legal entity, the report traces the chain upward. Each intermediate entity is identified by its registered name, jurisdiction of incorporation, and registration number. The chain is followed until it reaches either a natural person or a point where no further registry record is accessible.
The report does not assume that the chain ends at the first natural person found. It states the full path and identifies each link where the record was confirmed and each link where it was not.
In jurisdictions with a functioning beneficial ownership register, the report queries that register and records what it returns. In jurisdictions where the UBO register is restricted — including most EU member states following the CJEU ruling in Case C-37/20 — the report states the access restriction and does not substitute inference for fact.
Where no UBO register exists or access is restricted, the report ends at the last confirmed registry layer and names the endpoint explicitly.
The report follows a fixed sequence. Each step produces a documented output before the next step begins.
Step 1 — Entity identification. The target entity is identified by its registered name, jurisdiction, and registration number. If the client provides a trade name only, the report begins with a registry search to confirm the legal entity behind it.
Step 2 — Registry extraction. The current shareholder list and director register are extracted from the official corporate registry. The extraction date is recorded on every document.
Step 3 — Chain mapping. Each registered shareholder that is itself a legal entity is identified and its own registry record is extracted. This step repeats until the chain reaches a natural person or an inaccessible layer.
Step 4 — UBO register query. Where a UBO register exists and is accessible, it is queried. The result — positive, negative, or restricted — is recorded verbatim.
Step 5 — Gap statement. The report identifies every point in the chain where the record could not be confirmed. This is not a failure of the report; it is its most important output. A buyer who knows where the chain breaks can negotiate accordingly.
Step 6 — Delivery. The report is delivered as a structured document with source references, extraction dates, and a gap statement. No legal qualification of the facts is included.
Put option counterparties in cross-border transactions are frequently held through multi-jurisdictional structures. A Cyprus holding company may own a German operating entity; a BVI entity may sit above a UAE subsidiary. Each jurisdiction has its own registry, its own disclosure rules, and its own access conditions for foreign requestors.
The report handles cross-border chains by treating each jurisdiction as a separate registry layer. The access conditions for each registry are stated explicitly. Where a jurisdiction does not permit foreign requestors to access its registry without a local identifier or a declaration of legitimate interest, the report states that condition and the method used to satisfy it.
The Extended tier covers structures spanning up to five jurisdictions. Where the chain extends further, the scope is agreed before the report begins.
Official corporate registries record what has been filed. They do not record what has not been filed, what has been filed incorrectly, or what has changed since the last update cycle.
The following limitations apply to every ownership structure report, regardless of jurisdiction:
Nominee arrangements. A registered shareholder may hold shares on behalf of a beneficial owner under a nominee agreement. The registry records the nominee, not the beneficial owner. The report identifies nominee indicators — corporate service providers, registered agent addresses, patterns of simultaneous registration across multiple entities — but does not confirm the existence of a nominee arrangement from registry data alone.
Undisclosed transfers. In jurisdictions with a statutory filing lag, a transfer of shares may have occurred but not yet appeared in the registry. The report states the statutory update cycle and the extraction date. The gap between those two dates is the window of unverifiable change.
Restricted UBO registers. Following CJEU Case C-37/20, public access to UBO registers in EU member states is restricted by default. Access requires a demonstrated legitimate interest. The report states whether access was obtained, what was returned, and what was not accessible.
Offshore layers. Jurisdictions that do not require public disclosure of shareholders — including certain offshore centres — produce a hard stop in the chain. The report names the jurisdiction, states the disclosure rule, and ends the chain there. It does not substitute inference or open-source data for a registry record.
Insolvency proceedings. A negative result in an insolvency register does not confirm the absence of a filed application. Filing and registration are separate events. The report states the date of the insolvency register query and notes that the result reflects the register at that date, not the current status of any pending application.
The ceiling of what the sources allow is stated before payment is made. A report that names its own limits is more useful than one that does not.
Discrepancies between sources are reported as findings, not resolved by the analyst.
The most common discrepancy in ownership structure reports is between the shareholder list in the corporate registry and the shareholder list in the company's filed financial statements. A shareholder may appear in one source and not the other, or the recorded stake may differ between sources.
A second common discrepancy is between the registered director and the person who signed the put option or related transaction documents. Where the signatory is not the registered director, the report flags the gap. The legal significance of that gap is a matter for the option agreement and for legal counsel.
A third discrepancy arises in multi-jurisdictional chains where the same entity is recorded under different names or registration numbers in different jurisdictions. The report identifies the discrepancy and states which source was used for each layer.
Discrepancies are not resolved by inference. They are stated as findings and delivered to the client.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Registered shareholders and directors of the target entity in one jurisdiction; extraction date recorded; gap statement on UBO layer | Intermediate holding entities; cross-border chain tracing; insolvency register query; filed financial statements |
| Standard | €1900 | Full ownership chain in one jurisdiction including intermediate entities; UBO register query where accessible; insolvency register query; gap statement on each layer | Cross-border chain tracing beyond the primary jurisdiction; filed financial statements; transaction document review |
| Extended | €4200 | Full ownership chain across up to five jurisdictions; UBO register query in each jurisdiction where accessible; insolvency register query in each jurisdiction; filed financial statements where publicly available; discrepancy report across sources | Legal qualification of findings; legal opinion on enforceability of the put option; representation |
What is the difference between a registered owner and a beneficial owner? The registered owner is the person or entity whose name appears in the corporate registry as the shareholder of record. The beneficial owner is the natural person who ultimately controls or benefits from the shares, which may be different. The report establishes the registered layer from official sources. The beneficial layer is established only where a verified UBO register is accessible and returns a result.
Can the report confirm that the counterparty has authority to perform the put option? The report identifies the directors recorded in the registry and, where the registry records it, the scope of their signing authority. It does not provide a legal opinion on whether the counterparty is bound by the option or whether a specific signatory had authority. That question is for legal counsel.
What happens if the chain passes through a jurisdiction with no public registry? The report names the jurisdiction, states the applicable disclosure rule, and ends the chain at that point. It does not substitute open-source data, press reports, or inference for a registry record. The gap is stated as a finding.
How long does the report take? Delivery time depends on the number of jurisdictions and the access conditions of each registry. Single-jurisdiction reports are typically delivered within five to seven business days. Multi-jurisdictional reports under the Extended tier are delivered within ten to fifteen business days. Timelines are confirmed at the time the request is submitted.
Is the report updated if the ownership structure changes after delivery? The report reflects the registry record at the extraction date stated in the document. It is not a monitoring service. If the structure changes after delivery, a new extraction is required.
Does the report cover the financial condition of the counterparty? The Standard and Extended tiers include filed financial statements where publicly available. The report records what the filed statements show and the date of the most recent filing. It does not assess solvency, creditworthiness, or the adequacy of the counterparty's assets to perform the option.
Official corporate registries in the relevant jurisdiction — accessed per-document in accordance with applicable access conditions · extracted September 2026
UBO registers where accessible — queried subject to jurisdiction-specific access rules · extracted September 2026
Insolvency registers where applicable — queried at the date of report preparation · extracted September 2026
Filed financial statements where publicly available — extracted from official registry portals · extracted September 2026
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