A transaction report assembled before an investor due diligence round establishes what official sources confirm about governance, control and material transactions. It does not interpret those facts for legal purposes. It states what the sources show, what they do not show, and where the chain of evidence stops.
The angle here is governance: who controls the company, what the shareholder can enforce, and which structural features of the deal are visible in filed documents before the round opens.
What the report coversGovernance structure, director appointments, filed financial statements, material transactions and ownership chain — drawn from corporate registries, insolvency registers and filed accounts. Sources verified September 2026. JurisdictionsUp to 35 jurisdictions covered in a single engagement. Each jurisdiction is sourced separately; the report maps which layer is available in each. Price tiersSignal €1,350 · Standard €2,850 · Extended €6,300. Scope defined before engagement; price does not change after the request is submitted. What the sources do not showUndisclosed side agreements, verbal understandings between shareholders, and beneficial ownership layers shielded by post-CJEU C-37/20 access restrictions are not retrievable from public registries.Before an investor due diligence round, the company presents its own narrative. A transaction report built from official sources provides a parallel record assembled independently.
The report draws on corporate registries, filed accounts, insolvency registers and, where available, beneficial ownership registers. Each source is cited with its retrieval date. No assertion appears without a traceable source.
The governance layer is the primary object. Director appointments, removal dates, signatory authority and any filed changes to the articles of association are extracted from the relevant corporate registry. Where a jurisdiction maintains a separate register of charges or pledges, that register is queried.
Filed financial statements — where the jurisdiction requires them — are extracted and cross-referenced against the ownership structure. Discrepancies between the filed accounts and the stated transaction structure are noted as a separate finding, not as a footnote.
Material transactions visible in filed documents are identified. These include capital increases, share transfers recorded in the registry, and any restructuring events filed in the relevant period.
The governance angle requires more than a list of directors. It requires establishing who appointed them, under what authority, and whether that authority has changed.
In jurisdictions that maintain a shareholder register or a list of members as a filed document, the report extracts the current version and any prior versions filed within the review period. Where the jurisdiction does not require filing of a shareholder list, the report states that explicitly and identifies the alternative sources available.
Signatory authority — who can bind the company, under what conditions, and whether joint signature is required — is extracted from the registry entry. This is a governance fact, not a legal opinion. The report states what the registry shows; it does not qualify whether that authority is adequate for the transaction.
Beneficial ownership registers, where accessible, are queried. Access conditions vary by jurisdiction. Following the CJEU ruling in C-37/20, public access to UBO registers across EU member states is restricted by default. The report identifies which registers were accessible at the time of retrieval and which were not, and states the access condition that applied.
Where the ownership chain cannot be traced to the ultimate level from public sources, the report names the point at which the chain stops and the reason.
A corporate registry records events, not intentions. What appears in filed documents is a subset of what has occurred.
Share transfers are recorded where the jurisdiction requires filing. Capital increases, reductions and conversions appear where articles of association or shareholder resolutions are filed. Charges and pledges appear where a register of charges exists and filing is mandatory.
The report extracts these events for the review period and presents them in chronological order. Each event is sourced to the specific document and filing date.
What the filed record does not show: the economic terms of a share transfer, the consideration paid, any conditions attached to a capital increase, or the existence of a shareholders' agreement that has not been filed. These gaps are stated in the report, not omitted.
An insolvency register query runs in parallel with the corporate registry extraction. The two are not the same source and do not always agree.
A negative result in an insolvency register does not confirm the absence of a filed application. Filing dates, publication delays and jurisdictional scope vary. The report states the register queried, the date of query and the result. It does not certify the absence of proceedings.
Where enforcement records are publicly accessible — court registers, enforcement databases — these are queried and the result is stated. Where they are not accessible from official public sources, the report says so.
A company operating across multiple jurisdictions presents a different source map in each. What is filed in one jurisdiction may not be filed in another. What is public in one may be restricted in another.
The report begins with a source availability map: for each jurisdiction in scope, it identifies which registers exist, which are publicly accessible, what each register shows and what it does not show. This map is a deliverable in its own right. It allows the reader to see, before reading the findings, where the evidence base is strong and where it is thin.
Jurisdictions where the source layer is thin are not omitted from the report. They are presented with a clear statement of what was available and what was not. A thin source layer is itself a finding.
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 report.
Official registers show what has been filed. They do not show what has not been filed, what has been filed incorrectly, or what exists in documents that are not subject to a filing obligation.
Shareholders' agreements are the most common gap. In most jurisdictions, a shareholders' agreement is a private contract. It does not appear in any public register. Its existence may be referenced in filed articles of association, but its terms are not public. The report notes where such a reference appears; it cannot reproduce the terms.
Beneficial ownership beyond the first layer is frequently inaccessible. A holding company registered in a jurisdiction with restricted UBO access, or in a jurisdiction with no UBO register, breaks the chain. The report names the break point.
Verbal understandings, side letters and undisclosed arrangements between shareholders are outside the scope of any official source. No report built from official sources can establish their existence or absence.
Timing is a structural limit. A registry reflects what has been filed as of the retrieval date. A transaction completed after that date, or a filing submitted but not yet processed, does not appear. Each source is cited with its retrieval date precisely because the date defines the scope.
Where the corporate registry, the filed accounts and the insolvency register produce inconsistent information about the same entity or event, the report presents the inconsistency as a finding.
A director listed in the registry but absent from the accounts, a capital structure in the accounts that does not match the filed articles, a shareholder list that does not reconcile with a filed share transfer — these are not anomalies to be resolved by the analyst. They are facts to be presented to the reader.
The report does not explain the inconsistency. It states it, sources it and leaves the interpretation to the reader and their advisers.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Corporate registry extraction (up to 5 jurisdictions); director and signatory authority; insolvency register query; source availability map; findings memo with source citations | Filed financial statements; beneficial ownership layer; material transaction timeline; cross-border reconciliation |
| Standard | €2,850 | All Signal scope; filed financial statements (where publicly available); beneficial ownership register query (where accessible); material transaction timeline for the review period; discrepancy findings across sources; up to 15 jurisdictions | Enforcement database queries; charges and pledges register; extended review period beyond 5 years |
| Extended | €6,300 | All Standard scope; charges and pledges register (where available); enforcement database queries (where publicly accessible); extended review period; up to 35 jurisdictions; source availability map for all jurisdictions in scope; full cross-border reconciliation memo | Shareholders' agreement terms; undisclosed side arrangements; beneficial ownership layers inaccessible under post-CJEU C-37/20 restrictions; any source not publicly accessible at retrieval date |
What is the difference between this report and a standard due diligence questionnaire? A due diligence questionnaire is completed by the company. This report is assembled from official sources independently of the company. The two may be compared; they are not substitutes. Where they diverge, the divergence is a finding.
Does the report cover all 35 jurisdictions at every tier? No. The Signal tier covers up to 5 jurisdictions. The Standard tier covers up to 15. The Extended tier covers up to 35. The scope is defined at the time the request is submitted.
Can the report establish who the ultimate beneficial owner is? In some jurisdictions, yes. In others, the chain stops at a point where the register is restricted or does not exist. The report states the result in each jurisdiction and identifies the access condition that applied. It does not certify beneficial ownership where the source does not permit it.
How current is the information? Each source is cited with its retrieval date. The report reflects what was filed and publicly accessible as of that date. Events filed after retrieval do not appear. The retrieval window is stated in the report.
What happens if a registry is temporarily unavailable? The report notes the unavailability, states the date of the attempt and, where possible, uses an alternative official source. If no alternative is available, the gap is stated explicitly.
Does the report include legal advice? No. The report is a factual compilation from official sources. It does not qualify the facts established, does not assess their legal significance and does not recommend a course of action. For legal advice on the transaction, contact info@vlolawfirm.com.
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