A put option transfers risk before it is exercised. The governance structure of the underlying company determines whether the right can be enforced, whether the counterparty has authority to grant it, and whether a competing claim already encumbers the shares. These questions are answered by official records, not by representations.
This report maps what those records show, in what sequence, and where the chain of evidence stops.
What the report establishesControl structure, director authority, filed encumbrances, and shareholder rights as recorded in official registers — verified against filed constitutional documents and, where available, financial statements. TriggerPre-signing stage of a put option transaction. The report is ordered before execution, not after. Data limitThe ceiling of what the sources allow is stated before payment. No registry discloses every layer of a multi-tier holding structure from a single query. Price tiersSignal €1,350 · Standard €2,850 · Extended €6,300. Scope defined in the tier table below.Governance and control: what the records show before a put option is signed
A put option is a contractual right to sell shares at a defined price. Before signing, three governance questions must be answered from official sources.
First: who controls the company whose shares are the subject of the option? Control is not always visible at the registered-shareholder level. A nominee arrangement, a trust, or a layered holding structure can separate legal ownership from economic interest. The report traces the ownership chain as far as official registers permit and names the point at which the chain becomes opaque.
Second: does the counterparty have authority to grant the option? Director authority is defined in the constitutional documents filed with the company registry. Ultra vires acts — acts beyond that authority — can render a contract unenforceable. The report extracts the relevant provisions and identifies any board or shareholder approval requirements that apply to the transaction.
Third: are the shares already encumbered? A pledge, a lien, or a prior option registered against the same shares affects the buyer's position. The report queries the registers where such encumbrances are recorded and states whether a record exists or whether the register does not capture that category of interest.
These three questions define the governance angle of the report. The answer to each is drawn from a named source with a retrieval date. Where the source does not answer the question, that gap is stated explicitly.
Order of steps: how the report is assembled
The report follows a fixed sequence. Each step produces a documented output before the next begins.
Step 1 — Entity identification. The company is identified by its registered name, jurisdiction, and national identifier. Variant spellings, former names, and predecessor entities are checked against the registry index. This step eliminates the risk of reporting on the wrong legal person.
Step 2 — Constitutional documents. The current articles of association, memorandum, or equivalent constitutional document is retrieved from the company registry. The provisions governing share transfers, pre-emption rights, drag-along and tag-along clauses, and director authority are extracted verbatim.
Step 3 — Ownership and control layer. The current shareholder register or equivalent disclosure is retrieved. Where a beneficial ownership register exists and is accessible, it is queried. The report states the access regime for each register: open, restricted, or closed following the CJEU ruling in joined cases C-37/20 and C-601/20. Where access is restricted, the report states what was obtained and what was not.
Step 4 — Encumbrance and security register. The relevant register — which varies by jurisdiction — is queried for pledges, charges, or other security interests over the shares. The report states whether the register covers share-level encumbrances or only asset-level charges.
Step 5 — Insolvency and enforcement check. The insolvency register and, where accessible, the enforcement register are queried for the company and its directors. A negative result is reported as a negative result, not as a guarantee of absence: filed applications may not yet appear in the register at the time of query.
Step 6 — Financial statements. Filed accounts are retrieved where available. The report extracts the equity structure, any disclosed pledges or contingent liabilities, and the most recent auditor's opinion. Where accounts are not filed or are filed with a delay, that gap is stated.
Step 7 — Synthesis. The findings from each step are cross-referenced. Discrepancies between the shareholder register and the beneficial ownership register, or between the constitutional documents and the filed accounts, are reported as discrepancies — not resolved by inference.
What the sources show and what they do not
Official registers are not a complete picture of a company's governance. The following distinctions apply across all jurisdictions covered by this report.
The shareholder register shows legal ownership at the date of the last filed update. It does not show the date on which an undisclosed transfer occurred before that update. In jurisdictions where the register is updated on notification rather than on transaction, a gap of weeks or months is possible.
The beneficial ownership register — where it exists and is accessible — shows the person declared as the ultimate beneficial owner. It does not verify that declaration. The report states what is declared; it does not confirm it.
The constitutional documents show the authority granted to directors at the date of the last filed version. They do not show resolutions passed since that filing, unless those resolutions are themselves required to be filed.
The insolvency register shows proceedings that have been opened and recorded. It does not show a creditor's intention to file, a negotiation in progress, or a proceeding opened in a jurisdiction not covered by the query.
The encumbrance register — where it exists — shows registered security interests. It does not show contractual restrictions on transfer that are not required to be registered.
Each of these limits is stated in the report at the point where the relevant source is cited. The report does not paper over a gap with a general disclaimer at the end.
The limit of what the sources allow
The ceiling of what the sources allow is stated before payment. This section describes that ceiling in structural terms.
Ownership opacity. In a multi-tier holding structure, each layer is a separate legal person in a separate jurisdiction. The report queries the register of each identified entity. Where an intermediate holding company is registered in a jurisdiction with no public shareholder register — or where the register requires a national identifier that the applicant cannot obtain — the chain stops at that layer. The report names the layer and the reason.
Nominee arrangements. A nominee shareholder appears in the register as the legal owner. The beneficial owner does not appear unless a beneficial ownership register captures the arrangement and is accessible. Where neither condition is met, the report states that the registered shareholder is a nominee — if that is disclosed in the constitutional documents or in a filed nominee agreement — and that the beneficial owner is not established from public sources.
Undisclosed agreements. A shareholders' agreement governing the exercise of the put option may not be filed with any registry. Its existence may be disclosed in the articles of association by reference, or it may not be disclosed at all. The report identifies references to undisclosed agreements where they appear in filed documents. It does not reconstruct the content of those agreements.
Cross-border enforcement. The report establishes what the records show. Whether a right established by those records is enforceable in a specific jurisdiction, under a specific governing law, in a specific court, is a legal question. That question is outside the scope of this report.
What is included at each tier
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Entity identification; constitutional documents; current shareholder register or equivalent; director authority provisions; insolvency register query; written summary with source citations and retrieval dates | Beneficial ownership register query; encumbrance register query; financial statements; cross-referencing of discrepancies between sources |
| Standard | €2,850 | All Signal deliverables; beneficial ownership register query (where accessible); encumbrance and security register query; filed financial statements (most recent available); cross-referencing of discrepancies between sources; structured findings table | Multi-tier holding structure traced beyond the first identified intermediate entity; legal qualification of findings; enforcement analysis |
| Extended | €6,300 | All Standard deliverables; multi-tier ownership chain traced across all identified intermediate entities (up to five layers); query of enforcement registers where accessible; review of filed resolutions and amendments to constitutional documents; identification of references to undisclosed shareholder agreements; senior analyst review and written opinion on gaps | Legal advice; representation; guarantee of completeness where registers are closed or inaccessible |
Frequently asked questions
At what stage should this report be ordered? The report is designed for the pre-signing stage — after a term sheet is agreed and before the put option agreement is executed. Ordering it after signing does not change what the sources show, but it changes what can be done with the findings.
What if the company is registered in a jurisdiction with a closed beneficial ownership register? The report states that the register is closed and identifies the access regime. At the Standard and Extended tiers, the report queries every accessible register in the chain and names the layer at which the chain becomes opaque. A closed register is a finding, not a failure.
Does the report cover the governing law of the put option agreement? No. The report covers the governance and control structure of the underlying company as shown by official records. The governing law of the agreement, the enforceability of the put right, and the applicable dispute resolution mechanism are legal questions outside the scope of this report.
What if the shareholder register has not been updated recently? The report states the date of the last filed update and, where the registry records the date of the last change, that date as well. A gap between the two is reported as a gap. The report does not infer the current ownership structure from an outdated filing.
Can the report cover a holding structure spanning multiple jurisdictions? Yes, at the Extended tier. The report traces the ownership chain across all identified intermediate entities, up to five layers, querying the relevant register in each jurisdiction. Where a layer is in a jurisdiction with no accessible register, that is stated.
How long does the report take? Turnaround depends on the number of jurisdictions and the accessibility of the relevant registers. The timeline is confirmed at the time the request is submitted, before work begins.
Is the report confidential? The report is prepared for the requesting party. It is not published or shared with third parties. The underlying sources are official public records.
Sources
The following source categories are used in this report. Specific registries, URLs, and retrieval dates are cited within the report at the point of each finding.
- Company registries (constitutional documents, shareholder registers, director filings) — official national registries by jurisdiction
- Beneficial ownership registers — where accessible following CJEU joined cases C-37/20 and C-601/20; access regime stated per jurisdiction
- Encumbrance and security registers — jurisdiction-specific; scope stated per register
- Insolvency registers — official national registers; negative results reported as of retrieval date only
- Filed financial statements — retrieved from company registry or official filing platform per jurisdiction
- Enforcement registers — where publicly accessible; scope and coverage stated per jurisdiction
All retrieval dates are on or before 2026-10-08.
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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
