A shareholders agreement is signed on the basis of what the parties know at the moment of execution. What the official record shows at that moment is a separate question — and one that can be answered before the document is drafted.
This page describes the report VLO Law Firm produces before a shareholders agreement is signed in England and Wales. The report maps governance, ownership, and filing history. It identifies where the official record is complete, where it is silent, and where entries in different sources do not align.
What the record showsCurrent directors, persons with significant control (PSC), filed confirmation statements, and annual accounts. Source: Companies House — verified 15 October 2026. Access conditionCompanies House data is publicly accessible without registration for most document types. Certified copies and certain filing categories require a formal request. Source: Companies House — verified 15 October 2026. Insolvency statusIndividual and corporate insolvency proceedings are searchable on the Insolvency Register maintained by the Insolvency Service. Source: Insolvency Service — verified 15 October 2026. What the record does not showNominee arrangements, undisclosed economic interests, and the terms of any shareholders agreement already in force are not visible in any public register.Companies House is the statutory register for companies incorporated in England and Wales. The register is public. Filed documents are available without registration for most categories.
The record at Companies House establishes the following at the date of extraction:
The PSC register is the primary statutory mechanism for identifying who controls a company in England and Wales. It replaced the previous register of members as the disclosure instrument for beneficial ownership. The entry records the nature and extent of control — but it records what was declared, not what was independently verified.
Source: Companies House · extracted 15 October 2026
Control in a private limited company in England and Wales operates across two layers. The first is the board: directors manage the company and bind it in contract. The second is the ownership layer: shareholders vote on reserved matters, appoint and remove directors, and approve certain transactions.
The PSC register records the ownership layer as declared. A report drawn from this register establishes:
The last two outcomes are not errors. They are valid register states. A report identifies which state applies and what that state means for the completeness of the record.
Source: Companies House · extracted 15 October 2026
Annual accounts filed at Companies House establish the financial position of the company as at the accounting reference date. For small and micro-entity companies, the filed accounts may be abbreviated. The level of disclosure depends on the size classification at the time of filing.
A confirmation statement establishes the share structure, share classes, and the identity of registered members as at the confirmation date. It does not establish the current position if shares have been transferred since the last confirmation date.
The gap between the confirmation date and the date of the report is a structural feature of the register, not a deficiency. The report identifies this gap and states its duration.
Charges registered against the company are visible in the charges register at Companies House. A charge entry records the date of creation, the person entitled, and whether the charge has been satisfied. An unsatisfied charge is a fact of record. The report states each unsatisfied charge found at the date of extraction.
Source: Companies House · extracted 15 October 2026
The Insolvency Register maintained by the Insolvency Service records individual voluntary arrangements (IVAs), debt relief orders, bankruptcy orders, and individual insolvency restrictions. A separate search covers corporate insolvency proceedings.
A negative result on the Insolvency Register does not confirm the absence of a filed application. The register reflects proceedings that have reached a recorded stage. An application filed but not yet processed may not appear.
The report states the result of the insolvency search as at the date of extraction and identifies the limitation above.
Source: Insolvency Service · extracted 15 October 2026
HMRC does not publish a public register of VAT registrations. The VIES system operated by the European Commission covers EU member states. England and Wales, following the UK's departure from the EU, is not included in VIES.
VAT registration status for a UK entity can be confirmed through the HMRC online VAT number checker. The checker confirms whether a VAT number is valid and returns the registered name. It does not return the address or the date of registration.
An invalid result on the VAT checker does not confirm that the company is not VAT-registered. It confirms that the number queried is not currently recognised. The report records the result of the query and states this limitation.
Source: HMRC VAT number checker · extracted 15 October 2026
A report drawn from multiple sources will sometimes produce entries that do not align. The following are the most common forms of disagreement encountered in England and Wales:
The name on the confirmation statement differs from the name used in the draft shareholders agreement. This may reflect a change of name not yet updated in the agreement, or a trading name used in place of the registered name.
The PSC entry names a corporate entity, but the ultimate individual behind that entity is not visible in the Companies House record. The chain terminates at the RLE level. The report identifies the point at which the chain terminates and the reason.
The filed accounts show a share structure that differs from the structure described in the term sheet. This may reflect a share issuance or transfer since the last confirmation date, or an error in the term sheet.
A charge is registered as unsatisfied, but the counterparty represents that the underlying obligation has been discharged. The register reflects what has been filed, not what has occurred. Satisfaction of a charge requires a filing; if that filing has not been made, the charge remains on the register.
Each of these disagreements is a finding, not an anomaly to be resolved before the report is issued. The report states the disagreement and identifies the source of each entry.
The Companies House record is a disclosure record. It reflects what has been filed. It does not independently verify the accuracy of what was filed, the completeness of the PSC declaration, or whether nominee arrangements exist behind the registered entries.
The PSC register captures declared control. Undisclosed economic interests — arrangements where economic benefit passes to a person not named in the register — are not visible in any public source. The report identifies the declared position. It does not establish the undisclosed position.
A shareholders agreement already in force between existing shareholders is a private document. It is not filed at Companies House. Its terms — including any drag-along, tag-along, pre-emption, or reserved matter provisions — are not visible in the public record. The report does not establish the terms of any existing shareholders agreement.
The insolvency search covers proceedings at a recorded stage. An application filed but not yet processed, or a winding-up petition presented but not yet advertised, may not appear. The report states this limitation at the point of the insolvency finding.
The ceiling of what the sources allow is stated before payment.
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €1,350 | Companies House extract: directors, PSC register, confirmation statement, charges register. Insolvency Register search. Written summary of findings. | Filed accounts analysis. HMRC VAT check. Disagreement mapping across sources. |
| Standard | €2,850 | All Signal items. Filed accounts review (up to three years). HMRC VAT number check. Identification of gaps in the PSC chain. Written report with source-by-source findings. | Legal qualification of findings. Review of any existing shareholders agreement. Advice on transaction structure. |
| Extended | €6,300 | All Standard items. Extended filing history (up to six years). Charges register analysis with satisfaction status. Cross-source disagreement report. Identification of the point at which the ownership chain terminates and the reason. Annotated source extracts. | Legal advice on the findings. Drafting or review of the shareholders agreement. Representation in any related proceeding. |
What does the PSC register actually record? The PSC register records individuals or legal entities that have declared a qualifying interest — more than 25 percent of shares or voting rights, or significant influence or control. The entry reflects the declaration made to the company and filed at Companies House. It does not reflect interests held through nominee arrangements or undisclosed economic agreements.
Can the report establish whether a shareholders agreement is already in force? No. A shareholders agreement is a private document and is not filed at Companies House or any other public register. The report establishes the official record. The existence and terms of any existing shareholders agreement are outside the scope of what public sources allow.
What happens if the PSC chain terminates at a corporate entity? The report identifies the point at which the chain terminates, the registered name and jurisdiction of the entity at that point, and the reason the chain does not continue — typically because the entity is incorporated in a jurisdiction that does not maintain a public ownership register, or because no further filing has been made. The report does not resolve the chain beyond the point visible in public sources.
How current is the Companies House data? The report is drawn from Companies House at the date of extraction. The confirmation statement reflects the position as at the last confirmation date, which may be up to twelve months before the extraction date. Any share transfers or PSC changes occurring after the last confirmation date will not appear unless a separate filing has been made. The report states the confirmation date and the extraction date.
Is the VAT check conclusive? The HMRC VAT number checker confirms whether a specific number is currently recognised. A valid result confirms the number is active. An invalid result does not confirm that the company is unregistered — it confirms that the number queried is not currently recognised by the checker. The report records the result and states this limitation.
Does the report cover the terms of the proposed shareholders agreement? No. The report establishes the factual record from official sources. It does not review, advise on, or qualify the terms of any draft or proposed shareholders agreement. That is a legal advice engagement, addressed separately.
Sources:
Companies House — https://find-and-update.company-information.service.gov.uk — extracted 15 October 2026
Insolvency Service — Insolvency Register — https://www.insolvencydirect.bis.gov.uk/eiir/ — extracted 15 October 2026
HMRC — VAT number checker — https://www.gov.uk/check-uk-vat-number — extracted 15 October 2026
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: James Whitfield — Partner, UK & Common Law, VLO Law Firm