Appointing a nominee director transfers formal governance authority to a third party. Before that transfer, the structure of control must be documented from official sources. This report establishes what the record shows, where authority currently sits, and what the sources cannot confirm.
The angle here is governance: who holds decision-making power, what constraints are filed against that power, and what a shareholder can enforce once a nominee is in place. The ceiling of what the sources allow is stated before payment.
What the report establishesCurrent directorship, filed authority limits, shareholder rights on record, and any encumbrances on the company's decision-making capacity. Sources: official company registries and filed corporate documents · verified September 2026. Price tiersSignal €1,350 · Standard €2,850 · Extended €6,300. Scope defined before engagement. Condition of accessNo single global registry covers nominee arrangements. Each jurisdiction requires a separate retrieval path; some require a declared legitimate interest or national identifier. What the sources do not showSide agreements between the nominee and the beneficial owner are not filed in any registry. Their existence cannot be confirmed or excluded from public sources alone.Why governance documentation precedes a nominee appointment
A nominee director holds legal authority over the company from the moment of registration. That authority is real, not nominal. Decisions made by the nominee bind the company unless the articles or a shareholders' resolution explicitly restrict the scope.
The gap between what a shareholder intends and what the nominee can legally do is a governance gap. It is not filled by a private agreement alone. It is filled by what is filed: articles of association, shareholder resolutions, board authority matrices, and any registered restrictions on the director's mandate.
A pre-appointment report reads those filed documents before the nominee is placed. It identifies what authority the incoming director will hold by operation of law, what constraints are already on the record, and what additional filings are required to close the gap between intent and enforceable position.
This is not a legal opinion on the nominee arrangement. It is a factual map of the governance record as it stands.
What the report covers
Directorship record
The current directorship is retrieved from the company registry of the relevant jurisdiction. The report records who holds director status, the date of appointment, and whether any resignation or removal is filed. Where the registry publishes the scope of authority granted to each director — sole signatory, joint signatory, limited mandate — that scope is recorded.
Where the registry does not publish authority scope, the report notes the gap and identifies which filed document, if any, contains that information.
Filed authority limits
Articles of association and equivalent constitutional documents are retrieved where the registry makes them available. The report identifies provisions that restrict director authority: transaction value thresholds requiring shareholder approval, categories of decision reserved to the general meeting, and any registered power of attorney limiting or extending the director's mandate.
Where these documents are not publicly filed, the report states that the authority limits are not verifiable from official sources.
Shareholder rights on record
The report maps what shareholder rights are enforceable from the filed record. This includes the share register where publicly available, filed shareholder agreements where disclosed, and any registered pledge or encumbrance on shares that would affect voting rights.
In jurisdictions where the shareholder register is not public, the report identifies the level at which the chain of ownership is visible and where it stops.
Transaction history
Filed transactions involving the company are retrieved where the registry or official gazette publishes them. This covers capital changes, mergers, demergers, and any filed transfer of assets requiring registration. The report records what is filed, the date of filing, and the counterparty where named in the filing.
Unfiled transactions — those not required to be registered — are outside the scope of any official-source report.
Insolvency and enforcement status
The report checks available insolvency registers for the company and, where the registry permits, for the current directors. A negative result means no filing was found at the time of retrieval. It does not confirm that no proceeding has been initiated: filing delays and cross-border gaps in registry coverage are a structural feature of insolvency records, not an anomaly.
The limit of what the sources allow
Official registries record what is filed. They do not record what is agreed privately. The following cannot be established from official sources alone.
Side agreements between nominee and beneficial owner. These are the documents that define the real governance relationship. They are not filed in any registry in any jurisdiction. Their terms, their enforceability, and their existence are outside the scope of this report.
Undisclosed changes in directorship. In many jurisdictions, a director change takes effect between the parties before it is registered. The registry reflects the position as of the filing date, not the date of the underlying decision. A gap of days to weeks is normal; in some jurisdictions, months.
Beneficial ownership where the register is restricted. Following the CJEU ruling in Case C-37/20, EU member state UBO registers are no longer publicly accessible by default. Access requires a demonstrated legitimate interest and, in most jurisdictions, a formal application. The report identifies the access condition for each jurisdiction covered; it does not guarantee that access will be granted.
Authority limits not filed in the registry. Where the articles of association are not publicly filed, and where no board resolution is on the public record, the scope of the nominee's authority cannot be confirmed from official sources. The report states this explicitly for each jurisdiction where the gap exists.
Nominee arrangements in Delaware and equivalent opacity jurisdictions. Delaware does not disclose LLC members. The registry records the registered agent, not the ownership or governance structure. The report establishes what the registry shows and names the level at which the chain stops.
The report does not fill these gaps with inference. It maps them.
Where the sources disagree
Discrepancies between sources are a finding, not an error in the report.
The most common discrepancy in pre-nominee due diligence: the articles of association on file predate a shareholders' resolution that amended the authority structure. The registry may show the old articles; the resolution may be filed separately or not at all. The report identifies both documents and records the conflict.
A second common discrepancy: the directorship record in the commercial registry differs from the directorship record in the tax authority's database. Both are official sources. The difference may reflect a filing delay or a genuine inconsistency. The report records both positions and the date of each retrieval.
A third: the insolvency register shows no filing, but the official gazette publishes a notice of proceedings. Both are checked. Where they conflict, both results are reported with source and date.
Scope and fixed price
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €1,350 | Current directorship record · filed authority limits · insolvency status check · one jurisdiction | Shareholder register · transaction history · UBO access attempt · cross-border chain |
| Standard | €2,850 | All Signal items · shareholder rights on record · filed transaction history · up to three jurisdictions · source conflict analysis | UBO access where register is restricted · side agreements · unfiled transactions |
| Extended | €6,300 | All Standard items · up to eight jurisdictions · UBO access attempt with legitimate interest declaration · insolvency check on current directors · full source conflict map · structured findings memo | Legal opinion · advice on nominee agreement terms · guarantee of UBO register access |
The ceiling of what the sources allow is stated in the findings memo before any further step is recommended.
FAQ
What is the difference between a transaction report and legal due diligence on a nominee arrangement?
A transaction report compiles what official sources show: filed documents, registry records, gazette notices. Legal due diligence on a nominee arrangement includes a legal opinion on the enforceability of the nominee agreement, the tax treatment of the structure, and the regulatory position in each jurisdiction. This report is the first step. It establishes the factual record on which legal analysis is then applied.
Can the report confirm that a nominee agreement is in place?
No. Nominee agreements are private contracts. They are not filed in any registry. The report can confirm that a named individual holds director status as of the retrieval date. It cannot confirm the terms under which that individual was appointed or the existence of any side agreement.
What happens if the UBO register in a target jurisdiction requires a legitimate interest declaration?
At the Extended tier, the report includes a formal access attempt with a legitimate interest declaration prepared for the relevant authority. The outcome of that application depends on the authority's decision. The report records the application, the declared basis, and the result. If access is refused, the refusal is documented as a finding.
How long does retrieval take?
Retrieval time depends on the jurisdiction and the registry's response time. Most commercial registries return documents within one to five business days. Insolvency registers and gazette searches are typically faster. UBO access applications, where required, can take several weeks. The scope memo issued at engagement sets the expected timeline for each jurisdiction covered.
Does the report cover the nominee director personally?
At the Standard and Extended tiers, the report includes a directorship history check for the named nominee where the relevant registry publishes that information. This covers current and past directorships on the public record. It does not include a personal financial history or any information not held in an official registry.
What if the company operates across multiple jurisdictions?
The Signal tier covers one jurisdiction. Standard covers up to three. Extended covers up to eight. Where the corporate chain crosses more jurisdictions than the selected tier covers, the report identifies the additional jurisdictions and states that they fall outside the current scope.
Sources
Official company registries — jurisdiction-specific; names and URLs provided in the findings memo for each jurisdiction covered · retrieved within 30 days of report delivery.
Official insolvency registers — jurisdiction-specific; cross-referenced against official gazette publications · retrieved within 30 days of report delivery.
Official gazettes — jurisdiction-specific; used for capital change notices, merger filings, and enforcement notices · retrieved within 30 days of report delivery.
UBO registers — where publicly accessible or accessible on legitimate interest application; access conditions stated per jurisdiction in the findings memo · retrieved within 30 days of report delivery.
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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
