A secondary share sale transfers an existing ownership position — not newly issued equity. The buyer acquires whatever the seller actually holds, subject to whatever restrictions the company's constitutive documents impose. Before price is agreed, the governance layer must be read.
This report establishes who controls the company, what rights attach to the shares being sold, and where the documentary record ends. The angle is governance: not valuation, not tax, not post-closing integration — governance. Who holds voting power, who holds veto rights, and what the shareholder can enforce.
What the report establishesRegistered ownership, director appointments, filed constitutional documents, and any disclosed encumbrances on shares. Sources vary by jurisdiction; mechanisms are described per layer. What drives the scopeJurisdiction of incorporation, share class structure, and whether the target company files documents publicly. These three variables determine which layers are reachable. Data limitThe ceiling of what the sources allow is stated before payment. No report layer is opened until that ceiling is confirmed in writing. Price tiersSignal €1,350 · Standard €2,850 · Extended €6,300. Fixed per tier; scope defined before engagement.What a secondary share sale requires at the governance layer
A secondary transaction does not reset the company's internal governance. The buyer steps into the seller's position. If the seller's shares carry tag-along rights, drag-along obligations, pre-emption duties, or transfer restrictions, those travel with the shares.
The governance layer covers four questions:
- Who is registered as shareholder of record, and in what proportion?
- What class of shares is being sold, and what voting and economic rights attach to that class?
- Does the constitutional document impose transfer restrictions, and have they been complied with?
- Who controls the board, and does the incoming shareholder gain any board appointment right?
None of these questions is answered by the share price. All four are answered — or shown to be unanswerable — by the documentary record.
The report works through each question in sequence. Where a source provides a definitive answer, that answer is cited with the source and extraction date. Where the source is silent or structurally inaccessible, the gap is named.
The documentary layers examined
Layer 1 — Registered ownership
The company register of the jurisdiction of incorporation is the primary source. In most civil-law jurisdictions, the register records shareholders by name, share count, and percentage. In common-law jurisdictions, the register of members is maintained by the company itself; the public record may show only directors and registered office.
Where the register is publicly accessible, the report extracts the current shareholder list and cross-references it against any filed shareholder agreements or notifications of interest. Where the register is not publicly accessible, the report identifies the access mechanism — whether that requires a formal request, a demonstrated legitimate interest, or a local representative — and states whether that mechanism was used.
The report does not assert ownership facts that are not in the extracted record.
Layer 2 — Constitutional documents
Articles of association, statutes, or equivalent constitutive documents govern transfer restrictions, share classes, and shareholder rights. In most jurisdictions these are filed with the company register and are retrievable. The report extracts the current version and identifies:
- Any pre-emption clause and its procedural requirements
- Any drag-along or tag-along provision
- Any consent requirement for transfer
- Any class of shares with differential voting rights
Where the filed document is an older version and subsequent amendments are not on the public record, the report states that the filed version may not reflect the current constitutional position.
Layer 3 — Beneficial ownership and UBO registers
Following the CJEU judgment in joined cases C-37/20 and C-601/20, EU member states are not required to provide public access to beneficial ownership registers as a default. Access conditions vary by jurisdiction. The report identifies, for each jurisdiction in scope, whether a UBO register exists, what the access condition is, and whether that condition was met during the engagement.
Where UBO data is not accessible, the report traces the ownership chain through filed documents to the point at which the chain terminates and states the reason for termination.
Layer 4 — Encumbrances and pledges on shares
Share pledges and security interests are registered in different places depending on jurisdiction: some jurisdictions maintain a dedicated pledge register, others record security interests in the company register, others rely on notarial records. The report identifies the applicable register, states whether it was searched, and records the result.
A negative result in a pledge register does not exclude the existence of an unregistered security interest. That limitation is stated in the report.
Layer 5 — Filed financial statements and capital structure
Where the company files annual accounts publicly, the report extracts the most recent available filing and identifies the reported equity structure, any disclosed related-party transactions, and any notes referencing shareholder loans or subordinated instruments that affect the economic position of the shares.
Where accounts are not publicly filed, the report states the filing obligation applicable to the company and whether non-filing constitutes a regulatory breach in that jurisdiction.
Governance versus valuation: the boundary
This report does not produce a valuation. It does not assess whether the price agreed between buyer and seller reflects the economic position of the company. It does not model future cash flows or apply multiples.
What it does: it establishes the governance facts against which any valuation must be tested. A share that carries no voting rights is a different instrument from one that carries board appointment rights. A share subject to a right of first refusal is a different instrument from one that transfers freely. The report names those differences.
The boundary between governance analysis and legal advice is maintained throughout. The report states what the documents show. It does not advise on whether the transaction should proceed, at what price, or on what terms. That advice is a separate engagement.
The limit of what the sources allow
The ceiling of what the sources allow is stated before payment. This is not a disclaimer appended at the end — it is a structural feature of the engagement.
Several limits are consistent across jurisdictions and are stated here:
Register lag. Company registers record events after they occur. A share transfer completed yesterday may not appear in the register for days or weeks, depending on the jurisdiction's filing deadline. The report states the applicable filing deadline and the extraction date. The gap between those two dates is the window of unverifiable change.
Nominee structures. Where shares are held by a nominee, the register shows the nominee. The report identifies nominee indicators — registered agent addresses, trust company names, known nominee service providers — and states that the beneficial position behind the nominee is not established by the register alone.
Shareholder agreements off the public record. Shareholder agreements are not filed in most jurisdictions. They may override or supplement the constitutional document on voting, transfer, and governance. The report cannot establish the content of an unfiled shareholder agreement. It can establish whether the constitutional document references one.
UBO register access post-CJEU. In EU jurisdictions, UBO data is not publicly accessible as a default. The report states the access condition for each jurisdiction and whether it was met. Where it was not met, the beneficial ownership layer is marked as unverified.
Pledge registers with incomplete coverage. Some pledge registers cover only registered pledges. Contractual security interests, floating charges, or security interests created under foreign law may not appear. The report states the coverage of the register searched.
Dissolved or deregistered entities in the chain. Where an entity in the ownership chain has been dissolved, its records may be archived or destroyed depending on the jurisdiction's retention rules. The report states whether archived records were accessible.
None of these limits is a reason not to conduct the report. Each is a reason to know, before the transaction closes, exactly where the documentary record ends.
Where the sources disagree
Where two sources return conflicting information — for example, a register showing one shareholder and a filed annual account showing a different equity structure — the report does not resolve the conflict by choosing one source. It presents both records, states the date of each, and identifies the mechanism by which the conflict could be resolved.
Conflicts of this kind are themselves material findings. A discrepancy between the registered shareholder list and the filed accounts may indicate an unregistered transfer, a filing error, or a restructuring in progress. The report names the discrepancy and leaves the interpretation to the instructing party and their legal advisers.
Scope and fixed price
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Registered ownership layer (Layer 1); constitutional document extraction and transfer restriction summary (Layer 2); identification of UBO register access condition; pledge register identification. Single jurisdiction. | UBO data extraction; pledge register search; financial statement analysis; multi-jurisdiction coverage; conflict analysis. |
| Standard | €2,850 | All Signal layers plus: pledge register search where publicly accessible; filed financial statement extraction and equity structure summary; UBO register search where access condition is met; conflict identification across layers. Up to three jurisdictions. | Legal advice on transaction structure; valuation; shareholder agreement content (if unfiled); jurisdictions beyond three. |
| Extended | €6,300 | All Standard layers plus: full ownership chain tracing to the point of termination with gap statement; multi-jurisdiction coverage up to the full 35-jurisdiction scope; conflict analysis with source-by-source reconciliation; written summary of governance findings suitable for use in due diligence documentation. | Legal advice; valuation; negotiation support; representation in any proceeding. |
The scope of each tier is fixed before engagement. If the documentary record in a given jurisdiction is inaccessible at the tier selected, the gap is reported — not silently omitted.
FAQ
What is the difference between this report and legal due diligence? This report is a factual compilation from official registers and filed documents. Legal due diligence involves a lawyer advising on the legal consequences of what the documents show — whether the transfer restrictions are enforceable, whether the pre-emption clause has been validly waived, whether the governance structure creates risk for the buyer. That analysis is a separate engagement. This report produces the factual record on which that analysis is conducted.
Can the report cover a company incorporated in a jurisdiction where the register is not publicly accessible? Yes. The report identifies the access mechanism applicable to that jurisdiction, states whether the mechanism was used, and records what was returned. Where access was not possible, the report states why and what alternative sources were consulted. The gap is documented, not concealed.
Does the report cover the target company's subsidiaries? The Standard and Extended tiers include tracing the ownership chain. Subsidiaries are covered to the extent that their registers are accessible within the tier's jurisdiction scope. The Signal tier covers the top entity only.
How long does the report take? Timeline depends on jurisdiction and tier. Single-jurisdiction Signal reports are typically completed within five to seven business days. Extended multi-jurisdiction reports require a timeline agreed at the outset of the engagement, based on the specific jurisdictions in scope.
What happens if a source is unavailable during the engagement? The report records the unavailability, states the reason where known, and identifies any alternative source consulted. No finding is presented as established unless it is drawn from an accessible source with a recorded extraction date.
Is the report updated if the register changes after delivery? The report reflects the state of the sources at the extraction dates recorded in the document. Post-delivery changes to the register are not automatically captured. An updated extraction can be commissioned as a separate engagement.
Sources
The report draws on official company registers, UBO registers where accessible, pledge registers, and filed financial statements in each jurisdiction in scope. Source names, official URLs, and extraction dates are recorded in the delivered report for each jurisdiction covered. Because this page covers 35 jurisdictions and source accessibility varies, specific registry URLs are listed in the delivered document rather than here.
General reference sources consulted in preparing this service description:
- EUR-Lex — CJEU judgment in joined cases C-37/20 and C-601/20 — eur-lex.europa.eu — verified 2026-09-01
- European Business Register network — ebr.org — verified 2026-09-01
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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
