When related party transactions are suspected, the first analytical question is not whether a transaction occurred. The first question is who controls the entity on each side of that transaction. Control — formal and effective — is what determines whether a transaction is arm's-length or not. This report maps the ownership structure of the target entity across the official record: registered shareholders, directors, filed shareholder lists, and any disclosed beneficial ownership layer. The ceiling of what the sources allow is stated before payment.
The angle throughout is control: who appoints directors, who holds blocking minorities, who signed the filings. A shareholder verifying a counterparty across jurisdictions needs that answer from the official record before any further step is taken.
What "ownership structure" means in the official record
Commercial registers record legal ownership. They show who holds shares or membership interests as a matter of filed documents. In most civil-law jurisdictions, a shareholder list — filed at the time of incorporation and updated on each transfer — is the primary source. In common-law jurisdictions, the annual confirmation statement or its equivalent performs the same function.
Directorship records sit alongside ownership records. A director appointed by a controlling shareholder, removed and replaced in the same filing period as a contested transaction, is a fact the register shows. The analytical connection between that fact and the transaction is drawn in the report; the register supplies the raw material.
Beneficial ownership registers, where they exist and are accessible, add a further layer. Post-CJEU judgment C-37/20, EU member state UBO registers are no longer open to the general public by default. Access conditions differ by jurisdiction and are verified for each instruction before work begins.
The structure of a related-party transaction analysis
A related party transaction analysis built on official sources proceeds in a defined order.
Step 1 — Establish the ownership chain of the target entity. Registered shareholders are identified from the commercial register. Where a corporate shareholder appears, the chain is followed upward through each intermediate holding company, jurisdiction by jurisdiction, until a natural person or a listed entity is reached — or until the chain terminates at a point the sources do not penetrate.
Step 2 — Establish the directorship record. Current and historical directors are extracted. Appointment and resignation dates are noted. Overlapping directorships — the same individual sitting on the boards of both the target and its counterparty — are identified.
Step 3 — Cross-reference the counterparty. The same ownership and directorship analysis is applied to the transaction counterparty. The question is whether any person appears on both sides of the transaction in a capacity that would constitute a related party relationship under standard definitions.
Step 4 — Review filed financial statements. Where annual accounts are filed and accessible, related party transaction disclosures are extracted. The absence of a disclosure where one would be expected is itself a finding.
Step 5 — Map the gaps. Every jurisdiction in the chain where the sources terminate short of a natural person is named. The reason is stated: nominee structure, jurisdiction without public UBO register, corporate shareholder in a non-cooperative registry. The report does not speculate beyond what the sources show.
Where the sources disagree
When the ownership chain crosses multiple jurisdictions, inconsistencies between registers arise. A shareholder list filed in one jurisdiction may show a holding percentage that does not reconcile with the group structure disclosed in consolidated accounts filed in another. A director resignation recorded in one register may not be reflected in a subsidiary's filings for a subsequent period.
These inconsistencies are findings, not errors to be resolved before delivery. The report presents both records, states the date of each filing, and identifies the gap. A discrepancy between a filed shareholder list and a disclosed group structure is precisely the kind of fact that matters when related party transactions are under scrutiny.
Cross-border chains: what each layer adds
A single operating entity may sit beneath three or four holding companies across different jurisdictions. Each layer adds a register, a filing obligation, and a potential gap.
| Layer | Typical source | What it shows | Common gap |
|---|---|---|---|
| Operating entity | National commercial register | Registered shareholders, directors, filed accounts | Nominee shareholders not disclosed as such |
| First holding company | Register of the holding jurisdiction | Shareholders of the holding company | UBO layer if register is closed post-C-37/20 |
| Intermediate holding | Register of intermediate jurisdiction | Chain continues or terminates | Jurisdiction with no public register |
| Ultimate beneficial owner | UBO register (where accessible) or filed declaration | Natural person with ≥25% or effective control | Not accessible in most EU jurisdictions without demonstrated legitimate interest |
| Counterparty entity | National commercial register | Registered shareholders, directors | Same gaps as target chain |
The Extended tier covers the full chain across all reachable layers. The Signal tier covers the target entity in its primary jurisdiction only.
The limit of what the sources allow
Official registers record what was filed. They do not record what was agreed informally, what was held through undisclosed nominees, or what was structured to remain outside the filing obligation.
Specific limits that apply to this type of analysis:
Nominee arrangements. A registered shareholder may hold shares on behalf of a beneficial owner without any public disclosure. Unless the jurisdiction operates an accessible UBO register and the arrangement was declared, the register shows the nominee, not the principal.
Closed UBO registers. Following CJEU C-37/20, EU member state UBO registers are not open to the general public. Access requires a demonstrated legitimate interest, assessed by the relevant authority. The outcome of that assessment is not guaranteed. Where access is denied, the report states that the UBO layer was sought and not obtained.
Jurisdictions without public registers. Several jurisdictions in common ownership chain structures — including certain offshore and low-disclosure territories — do not maintain publicly accessible registers of shareholders or directors. The chain terminates at the point of entry into such a jurisdiction. The report names the jurisdiction and the reason.
Filed accounts versus actual transactions. Related party transaction disclosures in filed accounts depend on the preparer's classification. A transaction structured to fall outside the disclosure threshold, or misclassified, will not appear. The absence of a disclosure in filed accounts does not confirm the absence of a related party relationship.
Historical records. Some registers do not retain historical versions of shareholder lists or directorship records beyond a defined period. A transaction that occurred before the retention window cannot be verified from the current register state.
The ceiling of what the sources allow is stated in the report before any conclusion is drawn. No finding is presented as more certain than the source that supports it.
Scope and fixed price
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Ownership and directorship record of the target entity in its primary jurisdiction; filed shareholder list; current and historical directors; filed accounts where accessible in the same register | Cross-border chain analysis; counterparty ownership; UBO layer; gap mapping across jurisdictions |
| Standard | €1,900 | All Signal content; ownership chain followed through up to two intermediate holding companies; counterparty ownership and directorship record in its primary jurisdiction; related party disclosure review in filed accounts; written gap map | UBO access applications; jurisdictions requiring paid access beyond standard registry fees; translation of source documents |
| Extended | €4,200 | All Standard content; full chain analysis across all reachable layers and jurisdictions; UBO access applications where the register permits; cross-referencing of overlapping directorships across the full chain; discrepancy analysis between registers and filed accounts; written analytical summary with source citations | Informal arrangements not visible in any official source; legal advice; representation in proceedings |
FAQ
What triggers the need for an ownership structure report in a related party context?
The most common triggers are: a transaction between the target entity and a counterparty where a shared director or shareholder is suspected; a minority shareholder seeking to verify whether a transaction was conducted at arm's length; and a buyer conducting pre-acquisition due diligence where the seller's group structure is opaque. The report establishes the factual record from official sources. It does not assess whether a transaction was lawful or whether a remedy exists.
How far back does the analysis go?
The analysis covers the period for which the relevant registers retain accessible records. Retention periods vary by jurisdiction and register type. Where a register retains historical shareholder lists, the analysis covers the full available history. Where only the current state is accessible, the report states that limitation explicitly.
What if the counterparty is in a jurisdiction with a closed or non-public register?
The chain is followed to the point where the register is accessible. At the point of termination, the report identifies the jurisdiction, the register, and the reason access was not obtained. A closed or non-public register is itself a finding relevant to the related party analysis.
Can the report be used in legal proceedings?
The report is a factual compilation from official sources, with source citations and extraction dates. It does not constitute legal advice and contains no legal qualification of the facts established. Whether and how it may be used in proceedings is a question for legal counsel in the relevant jurisdiction.
What is the turnaround time?
Turnaround depends on the number of jurisdictions in the chain and the access conditions of each register. An indicative timeline is provided at the instruction stage, before work begins.
Sources
Official commercial registers and filed documents are the primary sources for this analysis. Specific registers are identified at the instruction stage based on the jurisdictions in the ownership chain. Source citations, including register name, document reference, and extraction date, are included in the delivered report.
Where UBO registers are consulted, the relevant national authority is identified and the access outcome is recorded.
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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
