Before a shareholders agreement is signed, the question is not what the parties intend. The question is who actually controls the company at the moment of signing — and what the registry layer confirms about that control.
Control is not always where the cap table says it is. Nominee arrangements, cascading holding structures, and undisclosed pledge agreements can shift effective authority away from the registered shareholder. An ownership structure report maps the registry layer before the agreement is drafted, so that the document reflects the actual position rather than an assumed one.
What the report establishesRegistered shareholders with stated percentages, director appointments, and filed constitutional documents — drawn from official company registries. Verified against source records within 30 days of publication date. What the report does not establishBeneficial ownership beyond the registered layer, undisclosed nominee arrangements, or pledge agreements not filed in a public register. Condition of accessRegistry access conditions vary by jurisdiction: some registers are open without registration; others require a declared legitimate interest or a national identifier. The applicable condition is stated before any order is placed. Price tiersSignal €890 · Standard €1900 · Extended €4200. Scope of each tier is set out in the table below.The registered layer of a company record contains three categories of control-relevant information.
Shareholding. Most company registries record the identity of shareholders and their percentage interests. In jurisdictions that require a filed shareholders list — such as Germany's Gesellschafterliste or Poland's KRS shareholder register — the list is a public document. In jurisdictions that do not require filing, the register records only the company's existence and its directors.
Directorship. Appointment and removal of directors is recorded in virtually every commercial registry. The director register shows who holds signing authority at the date of extraction. It does not show whether that authority has been restricted by a shareholders agreement or a board resolution not filed publicly.
Constitutional documents. Articles of association, memoranda, and equivalent founding documents are filed on incorporation and amended on each structural change. Filed articles show the formal rules on voting thresholds, reserved matters, and share class rights. They do not show side letters or oral understandings that modify those rules in practice.
These three categories form the verifiable foundation. Everything beyond them — beneficial ownership, nominee relationships, undisclosed security interests — requires a different source or remains outside what the registry allows.
Source: Company registry layer — multi-jurisdiction · extracted 2026-09-15
A shareholders agreement is drafted to govern the relationship between parties who are already shareholders, or who are about to become shareholders. The agreement's enforceability depends on the accuracy of the cap table it references.
If the cap table is wrong — because a transfer was not registered, because a pledge has crystallised, or because a nominee holds shares on behalf of an undisclosed principal — the agreement governs a position that does not exist. Disputes arising from that mismatch are among the most litigated in cross-border corporate matters.
The ownership structure report is produced before the agreement is drafted, not after. Its function is to confirm what the registry shows, identify where the registry is silent, and state the ceiling of what the sources allow. The drafting party then works from a verified baseline.
The report draws on four categories of official source.
Commercial registries. The primary source for shareholder identity, director appointments, and constitutional documents. Access conditions, filing obligations, and the depth of historical data vary by jurisdiction. Where a registry is publicly accessible without charge, that fact is stated in the report alongside the scope of what it contains.
This register is public and free of charge in several jurisdictions covered by this report. What the report provides is the removed path: registration, national identifier, language, electronic signature, and declaration of legitimate interest where required.
Insolvency registers. Filed insolvency proceedings affect the capacity of a shareholder or director to act. Insolvency registers are checked as a matter of course. A negative result confirms no filed proceeding at the date of extraction; it does not confirm that no proceeding has been initiated but not yet registered.
Gazette and official journal publications. Statutory notices — liquidation, capital reduction, merger — are published in official gazettes in most jurisdictions. Gazette records extend the historical view beyond what the live registry entry shows.
Filed financial statements. Where annual accounts are filed publicly, they provide a cross-check on the shareholding structure and on the existence of material liabilities not visible in the registry entry. Filed accounts are not available in all jurisdictions, and where available, the filing lag means the most recent period may not yet be on record.
Source: Multi-jurisdiction official registries and gazettes · extracted 2026-09-20
The ceiling of what the sources allow is stated before payment. This section sets out that ceiling.
Beneficial ownership beyond the registered layer. Most jurisdictions maintain a beneficial ownership or UBO register. Following the Court of Justice of the European Union ruling in Case C-37/20, public access to UBO registers across EU member states is no longer available as a default. Access requires a demonstrated legitimate interest, and the conditions for that demonstration vary by member state. Where access is available, the report states the basis and the scope. Where it is not, the report states the registered layer and identifies the point at which the chain stops.
Nominee arrangements. A nominee shareholder holds shares on behalf of a principal under a private agreement. That agreement is not filed in any public register. The report can identify indicators consistent with a nominee structure — a corporate shareholder with no independently verifiable business activity, a registered address shared with a formation agent — but it cannot confirm or exclude a nominee arrangement from registry sources alone.
Pledge and security interests over shares. Share pledges are registered in some jurisdictions and not in others. Where a pledge register exists and is publicly accessible, the report checks it. Where no such register exists, or where access requires the consent of the pledgor, the existence of a pledge cannot be confirmed or excluded from public sources.
Restrictions in unregistered agreements. A shareholders agreement, a side letter, or a board resolution not required to be filed publicly does not appear in any registry. The report establishes the formal position as filed. It does not establish what private agreements modify that position.
Timing of registry updates. Registries update at different speeds. A transfer completed yesterday may not appear in the registry for days or weeks, depending on the jurisdiction's filing and processing rules. The report states the extraction date. The position as at signing may differ from the position as at extraction.
When two sources return different information about the same fact, the disagreement is reported as a finding, not resolved by editorial choice.
Common patterns of disagreement include the following.
A filed shareholders list shows one set of percentages; the most recent filed annual accounts show a different set. This pattern is consistent with a transfer that was registered after the accounts were prepared, or with an error in one of the filings. The report records both figures, states the extraction dates, and identifies which source is more recent.
The live registry entry shows a director who no longer appears in the gazette notice of a board change. This pattern is consistent with a filing delay. The report records both the registry entry and the gazette notice with their respective dates.
The insolvency register returns no result; a gazette search returns a notice of a winding-up petition. Insolvency registers do not always capture proceedings at the petition stage. The report records the gazette notice and states that the insolvency register result does not exclude a proceeding that has not yet been registered.
Each disagreement is a result. The report does not suppress it.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Registered shareholders and percentage interests; director appointments; constitutional documents as filed; insolvency register check; gazette search for statutory notices; extraction date stated for each source | Beneficial ownership beyond registered layer; pledge register check; filed financial statements; cross-jurisdictional holding chain |
| Standard | €1900 | Everything in Signal, plus: filed financial statements where publicly available; pledge register check where publicly accessible; cross-jurisdictional holding chain up to two levels; source disagreement analysis | Beneficial ownership beyond registered layer where access requires demonstrated legitimate interest; nominee arrangement analysis; legal qualification of findings |
| Extended | €4200 | Everything in Standard, plus: full cross-jurisdictional holding chain to the extent public sources allow; UBO register check where access is available on a legitimate interest basis; nominee indicator analysis; source disagreement matrix across all jurisdictions covered; written summary of the ceiling of what the sources allow at each level of the chain | Confirmation or exclusion of nominee arrangements from registry sources alone; legal advice; representation |
How many jurisdictions does a single report cover?
The scope is agreed before the order is placed. A Signal report covers the primary jurisdiction of incorporation. Standard and Extended reports cover the holding chain to the extent it is traceable through public sources. The number of jurisdictions is stated in the scope confirmation.
What if the registry in the relevant jurisdiction is not publicly accessible?
Access conditions are checked before the order is confirmed. Where a registry requires registration, a national identifier, or a declaration of legitimate interest, the report states that condition and the basis on which access was obtained. Where access is not available on any public basis, the report states that fact and identifies what can be established from adjacent sources — gazette, insolvency register, filed accounts.
Can the report confirm that no shareholders agreement exists?
No. A shareholders agreement is a private document. Its existence, terms, and parties are not recorded in any public register. The report establishes the formal registered position. Whether a private agreement modifies that position is outside the scope of what public sources allow.
What is the difference between the registered shareholder and the beneficial owner?
The registered shareholder is the person or entity whose name appears in the company register as the holder of shares. The beneficial owner is the natural person who ultimately owns or controls those shares, directly or through a chain of entities. The two may be the same person. They may not be. The report establishes the registered layer and states, for each jurisdiction covered, whether a beneficial ownership register exists, whether it is accessible, and what it shows if it is.
How current is the information in the report?
Each source is extracted at a stated date. The report reflects the registry position as at that date. Registry updates, filing delays, and processing times mean the position as at the date of signing may differ. The extraction date is stated for every source used.
What happens if the structure changes between the report date and the signing date?
The report is a point-in-time document. If the signing date is materially later than the extraction dates, a refresh of the registry layer is available. The scope and price of a refresh are agreed separately.
Sources:
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