Before a shareholders agreement is signed, the governance layer of the target company must be read from official sources. England and Wales maintains one of the most accessible corporate registries in common-law jurisdictions. What it discloses, how quickly, and where it stops — these are the operative questions for any cross-border buyer.
Control over an English or Welsh private company is distributed across three instruments: the articles of association, any existing shareholders agreement, and the statutory register of members. Each instrument sits in a different place. Each has a different disclosure regime. A transaction report maps all three before the ink dries.
Primary registryCompanies House — the statutory register for all companies incorporated in England and Wales. Source: Companies House · verified 2026-09-01. What it disclosesIncorporation documents, filed articles of association, confirmation statements, persons with significant control (PSC), and filed accounts. Source: Companies House · verified 2026-09-01. Access conditionPublic access without registration. Documents are downloadable individually under Open Government Licence v3.0. Source: Companies House · verified 2026-09-01. What it does not discloseThe terms of any shareholders agreement — that document is private and not filed. The statutory register of members is held at the registered office, not at Companies House, for private companies. Source: Companies House · verified 2026-09-01. Insolvency checkThe Insolvency Service maintains a public register of individual and corporate insolvency proceedings. A negative result does not confirm that no petition has been filed; filing and registration are not simultaneous. Source: The Insolvency Service · verified 2026-09-01.What Companies House shows and where it stops
Companies House holds the statutory record of every company incorporated under the Companies Act 2006. The register is public and accessible without charge for per-document retrieval.
Filed documents include: the certificate of incorporation, memorandum and articles of association as filed, confirmation statements (formerly annual returns), accounts filed under the applicable regime, and the PSC register.
The PSC register names individuals or legal entities that hold more than 25% of shares or voting rights, or that otherwise exercise significant influence or control. This is the statutory beneficial ownership disclosure for England and Wales. It is filed by the company and subject to the accuracy of what the company itself reports.
What Companies House does not hold: the text of any shareholders agreement, the internal statutory registers (register of members, register of directors' interests) held at the registered office, board minutes, or any side letters between shareholders. For a private company, the register of members is not publicly accessible through Companies House. It is available for inspection at the registered office, subject to the company's compliance with the statutory right of inspection.
Source: Companies House · extracted 2026-09-01
The shareholders agreement: what exists and what is visible
The shareholders agreement is the instrument that most directly governs control between shareholders. It is a private contract. It is not filed with any public authority in England and Wales. Its existence may be referenced in a confirmation statement or in filed accounts, but its terms are not disclosed.
A transaction report can establish:
- Whether a shareholders agreement is referenced in any filed document
- The date of incorporation and the history of articles amendments — which may indicate when governance arrangements were restructured
- The current articles of association as filed, including any special rights attached to share classes
- The identity and filing history of directors and PSC holders
A transaction report cannot establish the terms of an unfiled shareholders agreement. That document must be obtained through the transaction process itself — disclosure, due diligence, or direct request.
Source: Companies House · extracted 2026-09-01
Share structure and class rights
The articles of association filed at Companies House set out the share classes and the rights attached to each. For companies with a single class of ordinary shares, the governance structure is straightforward. For companies with multiple classes — A ordinary, B ordinary, preference, or deferred shares — the articles define voting rights, dividend rights, and rights on a return of capital.
A confirmation statement filed since June 2016 includes a statement of capital, showing the number of shares of each class in issue and the aggregate nominal value. It does not show the identity of individual shareholders for private companies unless the company has elected to keep its register of members at Companies House.
The election to keep the register of members at Companies House is voluntary for private companies. Where that election has been made, the register is publicly accessible. Where it has not, the register is held at the registered office and accessible only by statutory right of inspection.
Source: Companies House · extracted 2026-09-01
Persons with significant control
The PSC register has been mandatory since April 2016. Every company must file details of each PSC within 14 days of a registrable change. The register names the PSC, their date of birth (month and year only), nationality, country of residence, and the nature of their control.
A corporate PSC — a company that itself holds significant control — must be identified by name and registered number. The chain of ownership through a corporate PSC is not automatically disclosed at Companies House. Tracing that chain requires a separate search in the jurisdiction of the corporate PSC.
Where the PSC is listed as "the company has not yet completed its investigation" or where the entry has been suppressed by court order, the register does not disclose the underlying controller. Suppression orders are available in limited circumstances under the Companies Act 2006.
Source: Companies House · extracted 2026-09-01
Filed accounts and financial position
Companies incorporated in England and Wales file accounts at Companies House. The filing regime depends on company size:
| Company category | Accounts required | Balance sheet |
|---|---|---|
| Micro-entity | Micro-entity accounts | Simplified; no P&L required |
| Small company | Abridged or full accounts | Balance sheet; P&L optional |
| Medium company | Full accounts | Balance sheet and P&L |
| Large company | Full accounts | Balance sheet, P&L, notes |
A private company limited by shares that qualifies as small or micro may file accounts that omit the profit and loss account entirely. The balance sheet is filed, but the trading result is not disclosed. This is a structural limit of the English filing regime for smaller private companies.
Filed accounts are available at Companies House from the date of filing. The filing deadline is nine months after the accounting reference date for private companies. A gap between the accounting reference date and the filing date — or a history of late filings — is itself a data point.
Source: Companies House · extracted 2026-09-01
Insolvency and enforcement record
The Insolvency Service maintains public registers of:
- Companies subject to winding-up orders or voluntary liquidation
- Directors subject to disqualification orders or undertakings
- Individual insolvency proceedings (bankruptcy orders, individual voluntary arrangements, debt relief orders)
A search of the Insolvency Register and the Companies House disqualification register establishes whether any director of the target company is subject to a disqualification order and whether the company itself is in any formal insolvency process.
A negative result on the insolvency register does not confirm the absence of a filed petition. The gap between filing and registration means a petition filed shortly before the search date may not yet appear. This is a structural limit of the register, not a failure of the search.
Source: The Insolvency Service · extracted 2026-09-01
Timeline and what drives it
A transaction report for an English or Welsh company draws from sources that are largely digital and publicly accessible. The operative variables are not access — they are interpretation, cross-referencing, and the depth of the corporate chain.
| Step | Source | Typical turnaround |
|---|---|---|
| Registry pull: incorporation, articles, PSC, accounts | Companies House | Same day to 1 business day |
| Insolvency and disqualification check | Insolvency Service / Companies House | Same day |
| Cross-border PSC chain (corporate PSC in another jurisdiction) | Registry of PSC's home jurisdiction | Varies by jurisdiction |
| Statutory register of members (if held at Companies House) | Companies House | Same day |
| Statutory register of members (if held at registered office) | Statutory right of inspection | 5 business days (statutory minimum response) |
| Analysis and report drafting | — | 2–5 business days after source retrieval |
The total turnaround for a Signal-tier report on a straightforward English company with no corporate PSC chain is typically two to three business days. A company with a multi-layer corporate structure — where the PSC is itself a company in another jurisdiction — extends the timeline by the turnaround of each additional registry.
The limit of what the sources allow
The ceiling of what the sources allow is stated before payment.
Companies House discloses what has been filed. It does not verify the accuracy of what is filed. A PSC entry reflects what the company has reported; it does not independently confirm that the named person exercises the control described.
The shareholders agreement — the instrument most directly governing control between shareholders — is not filed and is not visible through any public source. Its existence can be inferred; its terms cannot be established from official sources.
The statutory register of members for a private company that has not elected to file at Companies House is held at the registered office. Access requires a formal written request under section 116 of the Companies Act 2006. The company has five business days to comply. Non-compliance is a criminal offence, but enforcement requires a court application.
Filed accounts for small and micro-entity companies omit the profit and loss account. The trading result of a qualifying private company is not publicly disclosed.
A corporate PSC chain that runs through a jurisdiction with limited public disclosure — a Delaware LLC, a Cayman Islands exempted company, or a trust — cannot be traced through public sources alone. The chain is established to the point where the source stops, and that stopping point is named.
The insolvency register reflects proceedings that have been registered. A petition filed and not yet registered does not appear. This gap is structural and cannot be eliminated by any search methodology.
Scope and fixed price
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €1,350 | Companies House pull: incorporation documents, articles, PSC register, confirmation statements, filed accounts; insolvency and disqualification check; written summary of governance structure and share classes; identification of PSC chain stopping point | Statutory register of members (if held at registered office); cross-border PSC chain tracing; analysis of shareholders agreement terms; financial modelling |
| Standard | €2,850 | Everything in Signal; statutory register of members request (if held at registered office, subject to company compliance); cross-border PSC chain tracing through one additional jurisdiction; comparative review of articles against standard governance benchmarks; timeline and late-filing history analysis | Shareholders agreement terms (not publicly available); legal advice on negotiating position; representation |
| Extended | €6,300 | Everything in Standard; cross-border PSC chain tracing through up to three additional jurisdictions; full financial analysis across all filed accounting periods available; review of all filed documents for governance changes and restructuring events; written analysis of control distribution across share classes and PSC entries; identification of all discrepancies between filed sources | Shareholders agreement terms (not publicly available); legal advice; representation; sources that require court order or subject consent |
FAQ
What does a transaction report establish that a solicitor's due diligence does not? A transaction report establishes what official sources show, in a structured and documented form, before legal due diligence begins. It identifies the stopping points — where the public record ends — so that the due diligence request list is targeted rather than generic. The two are complementary, not substitutes.
Can the shareholders agreement be obtained through official sources? No. A shareholders agreement between private parties in England and Wales is not filed with any public authority. Its existence may be referenced in filed documents; its terms are not disclosed. Obtaining the agreement requires disclosure through the transaction process.
What if the PSC entry names a company rather than an individual? A corporate PSC is identified by name and registered number at Companies House. Tracing the ownership of that corporate PSC requires a search in its home jurisdiction. The Standard and Extended tiers include cross-border PSC chain tracing. The Signal tier identifies the stopping point and names the jurisdiction where the chain continues.
How does company size affect what is disclosed in filed accounts? Small and micro-entity companies may file accounts that omit the profit and loss account. The balance sheet is filed; the trading result is not. A company that qualifies as small or micro throughout its history may have no publicly disclosed revenue or profit figures. This is a structural feature of the English filing regime, not a gap in the search.
What is the turnaround for a company with a multi-jurisdiction PSC chain? The turnaround depends on the registries involved. English-source retrieval is typically same-day. Each additional jurisdiction adds its own registry turnaround. The total timeline is confirmed at the point of instruction, once the PSC chain is mapped.
Does a clean insolvency search confirm the company is solvent? No. A clean insolvency search confirms that no insolvency proceedings appear on the register at the date of the search. A petition filed and not yet registered does not appear. Solvency is a legal and financial conclusion; the insolvency register is a public record of registered proceedings only.
Sources:
Companies House — https://find-and-update.company-information.service.gov.uk — extracted 2026-09-01
The Insolvency Service — https://www.insolvencydirect.bis.gov.uk/eiir/ — extracted 2026-09-01
Companies House disqualified directors register — https://www.gov.uk/search-the-register-of-disqualified-company-directors — extracted 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: James Whitfield — Partner, UK & Common Law, VLO Law Firm
