A cross-border merger compresses two or more governance structures into one transaction. Before that transaction closes, the question is not whether the deal is legal — it is who controls each entity, what the shareholders can actually enforce, and where the documentary record stops.
This report maps the governance layer of each party to the merger: the ownership chain, the authority of directors, the filed financial position, and the procedural constraints that apply in each jurisdiction. The angle is control — who holds it, on what terms, and what a shareholder can do if those terms are not honoured.
What the report establishesOwnership structure, director authority, and shareholder rights for each merging entity, drawn from official registers and filed documents. Verified against sources available as of September 2026. Jurisdictions coveredAll jurisdictions in which the merging entities are incorporated or have registered branches — confirmed at intake, before work begins. Registry accessAccess conditions vary by jurisdiction: some registers are open without registration; others require a declared legitimate interest or a national identifier. The path is removed for each jurisdiction in scope. What the sources do not showUndisclosed beneficial ownership, unregistered shareholder agreements, and oral undertakings between parties are outside the documentary record. The report states where the chain stops and why.What a transaction report covers before a cross-border merger
A merger involving entities in more than one jurisdiction produces a governance gap: the rules on shareholder approval, director authority, and minority protection differ between the jurisdictions involved. That gap is not a legal question at this stage — it is a factual one. What do the filed documents show? What do the registers record? Where do the two sets of records disagree?
The report addresses four layers for each entity in the transaction.
Ownership and control. The registered ownership structure is extracted from the relevant corporate register in each jurisdiction. Where a shareholder is itself a legal entity, the chain is followed to the next recorded level. The point at which the chain becomes unverifiable — because a jurisdiction does not disclose participants, or because the intermediate holder is in a jurisdiction with no public register — is stated explicitly.
Director authority. The scope of director authority is established from the register and from the constitutional documents filed with it. In some jurisdictions, the register records the specific acts a director may perform without shareholder approval. In others, authority is defined only in the articles, which must be retrieved separately. Both are covered.
Shareholder rights and procedural constraints. The rights attached to each class of share, the quorum and majority thresholds for merger approval, and the minority protection mechanisms available under the applicable company law are identified from filed documents and the statutory framework. This layer does not produce a legal opinion — it produces a map of what the documents record and what the statute requires.
Filed financial position. Where annual accounts are filed with a public register, the most recent available set is retrieved and summarised. The summary covers the reported figures; it does not include audit commentary or forward projections.
Governance sources used in a cross-border merger analysis
The sources used depend on the jurisdictions in scope. The following categories apply across the jurisdictions most commonly encountered in cross-border merger transactions.
Corporate registers. The primary source for ownership, directors, and constitutional documents. Access conditions range from fully open to requiring registration, a national identifier, or a declaration of legitimate interest. Where a register charges a per-document fee, that fee is paid and the document is retrieved; the cost is absorbed into the report fee.
Beneficial ownership registers. Following the CJEU judgment in joined cases C-37/20 and C-601/20, public access to UBO registers across EU member states is no longer available as a default. Access is subject to demonstrated legitimate interest in most EU jurisdictions. The report states, for each jurisdiction, whether a beneficial ownership register exists, what the access condition is, and what was retrievable at the time of extraction.
Insolvency and enforcement registers. Each jurisdiction in scope is checked against its insolvency register and, where available, its enforcement register. A negative result is recorded as such; it does not certify the absence of a filed application that has not yet been processed.
VIES and VAT registers. Where a VAT number is provided, VIES is queried. VIES is a query tool, not a database: it confirms whether a number is valid at the moment of query. Member states including Germany and Spain do not return the entity name or address through VIES. A valid VIES response is recorded; an invalid response is noted without inference about the entity's existence.
Filed accounts. Where accounts are filed with a public register, the most recent available set is retrieved. The filing obligation and the public availability of filed accounts vary significantly between jurisdictions. Where accounts are not publicly available, that fact is stated.
Source: official corporate registers in jurisdictions confirmed at intake · extracted September 2026
The order of steps in a pre-merger transaction report
The report follows a fixed sequence. The sequence does not change between transactions; the jurisdictions and entities in scope do.
Step 1 — Scope confirmation. The entities to be covered are confirmed at intake: full legal names, jurisdiction of incorporation, and any known intermediate holding structures. If the structure is unknown at intake, the report begins with the top-level entities and maps downward.
Step 2 — Register extraction. For each entity, the relevant register is queried and the current record is extracted. Where the register requires registration or a declared interest, that step is completed before extraction. The extraction date is recorded for each jurisdiction.
Step 3 — Document retrieval. Constitutional documents, shareholder lists, and filed accounts are retrieved from the register or from the filing system associated with it. Where documents are available only in a language other than English, they are translated for the report.
Step 4 — Chain mapping. The ownership chain is mapped from the top-level entity downward. Each level is sourced to a specific register entry. The point at which the chain becomes unverifiable is identified and the reason is stated.
Step 5 — Cross-source comparison. Where two sources cover the same fact — for example, a shareholder list in the register and a disclosure in the filed accounts — the two records are compared. Discrepancies are reported as findings, not resolved by inference.
Step 6 — Compilation. The findings are compiled into a structured report. Each finding is sourced to the document from which it was drawn, with the extraction date. The report does not contain conclusions about the legal effect of the findings.
Where the sources disagree
Discrepancies between sources are a finding, not an editorial problem. In a cross-border merger, the most common discrepancies encountered are the following.
Shareholder list versus filed accounts. The shareholder list in the corporate register may show a different ownership structure from the one disclosed in the notes to the most recent filed accounts. This occurs when a transfer has been registered but the accounts predate it, or when the accounts reflect a group structure that the register does not capture at the entity level.
Register record versus constitutional documents. The articles of association filed with the register may restrict director authority in ways that are not visible from the register summary. A director who appears to have full authority from the register entry may be subject to a shareholder approval requirement that appears only in the articles.
Insolvency register versus register of companies. An entity may appear in good standing on the companies register while a winding-up application has been filed but not yet processed by the insolvency register. The report checks both and records the extraction date for each. A gap between the two dates is noted.
UBO register versus corporate register chain. Where a UBO register is accessible, the beneficial owner recorded there may differ from the person who would be identified by following the corporate register chain. Both records are reported; the report does not resolve the discrepancy.
The limit of what the sources allow
The documentary record has a ceiling. That ceiling is stated before payment, not after delivery.
Undisclosed beneficial ownership. In jurisdictions where the UBO register is not publicly accessible and the corporate register chain terminates at a legal entity in a jurisdiction with no public register, the beneficial owner cannot be established from official sources. The report identifies the point at which the chain stops and the reason.
Unregistered shareholder agreements. Shareholder agreements are not filed with the corporate register in most jurisdictions. Their existence, and the rights they create, are outside the documentary record. The report does not establish whether a shareholder agreement exists.
Oral and informal arrangements. Arrangements between shareholders or between shareholders and directors that are not reflected in filed documents are not visible to this analysis.
Accounts not yet filed. The most recent filed accounts may be one or two financial years behind the current date, depending on the jurisdiction's filing deadline and the entity's compliance record. The report states the period covered by the most recent available accounts.
Register processing lag. A transfer of shares or a change of directors that has been notified to the register but not yet processed will not appear in the extracted record. The extraction date is the reference point; events after that date are not covered.
Jurisdictions with no public register. Where an intermediate holding entity is incorporated in a jurisdiction with no public corporate register, the chain cannot be followed beyond that entity from official sources. This is stated as a finding.
Scope and fixed price
The report is produced at one of three tiers. The tier determines the depth of the ownership chain covered, the number of jurisdictions included, and the sources retrieved. The ceiling of what the sources allow applies at every tier.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Corporate register extraction for up to two entities in up to two jurisdictions; director authority from register summary; filed accounts (most recent available); insolvency register check; extraction dates recorded for all sources | Constitutional document retrieval; UBO register query; cross-source discrepancy analysis; ownership chain below the top-level entity; translation of non-English documents |
| Standard | €2,850 | All Signal content; constitutional document retrieval and translation; UBO register query where accessible; ownership chain mapped to the second level; cross-source comparison (register versus accounts); insolvency and enforcement register check in all jurisdictions in scope; up to four entities in up to four jurisdictions | Ownership chain below the second level; shareholder agreement search; jurisdictions beyond four; VIES query |
| Extended | €6,300 | All Standard content; ownership chain followed to the point of unverifiability with reason stated at each break; VIES query for all entities with a VAT number; shareholder rights and merger approval thresholds mapped for each jurisdiction; cross-source discrepancy section with findings reported; up to eight entities across all jurisdictions confirmed at intake; full translation of all retrieved documents | Unregistered shareholder agreements; oral arrangements; events after the extraction date; legal qualification of findings |
The number of entities and jurisdictions in scope is confirmed at intake. If the structure at intake differs from the structure discovered during extraction, the scope is adjusted and the applicable tier is confirmed before additional work proceeds.
Frequently asked questions
What triggers the need for a transaction report before a cross-border merger? A cross-border merger requires shareholder approval in each jurisdiction where an entity is incorporated. Before that approval is sought, the governance structure of each entity — who controls it, what the directors are authorised to do, and what the minority shareholders can enforce — needs to be established from the documentary record. The transaction report produces that record.
How long does the report take to produce? The timeline depends on the number of jurisdictions in scope and the access conditions of the relevant registers. Jurisdictions with open registers and electronic document retrieval are faster than those requiring registration or a declared legitimate interest. A realistic timeline is confirmed at intake once the scope is known.
Can the report cover jurisdictions where the register is not in English? Yes. Where documents are retrieved in a language other than English, they are translated for the report. The original document is included as an annex.
What happens if a register is temporarily unavailable during extraction? If a register is unavailable at the time of extraction, a second attempt is made within the working period. If the register remains unavailable, that fact is recorded in the report with the dates of the attempts. The report is not delayed pending register availability beyond the agreed delivery date.
Does the report identify the beneficial owner? The report follows the ownership chain through official registers to the point at which it becomes unverifiable. Where a UBO register is accessible and returns a result, that result is recorded. Where the chain terminates at a legal entity in a jurisdiction with no public register, or where the UBO register is not accessible, the report states that the beneficial owner cannot be established from official sources.
Is the report a legal opinion? No. The report is a factual compilation from official registers and filed documents. It does not contain a legal qualification of the findings and does not constitute legal advice.
What if the ownership structure changes after the report is delivered? The report covers the structure as recorded in the sources at the extraction date. Events after that date are not covered. If the structure changes materially before the merger closes, a supplementary extraction can be arranged.
Sources
Official corporate registers in jurisdictions confirmed at intake — access via national register portals · extracted September 2026
EUR-Lex — CJEU judgment in joined cases C-37/20 and C-601/20 (Luxembourg Business Registers and others) — https://eur-lex.europa.eu · verified September 2026
European Commission VIES VAT number validation — https://ec.europa.eu/taxation_customs/vies/ · extracted September 2026
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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: Elena Moretti — Partner, Continental Europe, VLO Law Firm
