A shareholders agreement is signed once. What it locks in — voting thresholds, drag-along triggers, reserved matters, exit mechanics — reflects the governance structure that existed at the moment of signing. A transaction report conducted before that moment establishes what the sources actually show: who controls the company, on what legal basis, and where the documentary chain breaks.
The angle here is governance. Control is not always where the cap table places it. Voting agreements, management rights letters, reserved-matter vetoes, and class-specific provisions can shift effective control away from the largest shareholder. A pre-signing report identifies those instruments — or records their absence from the available sources.
What the report establishesRegistered ownership, directorship, filed governance documents, and insolvency status — drawn from official registries in the target jurisdiction. Verified against sources available as of 2026-09-15. What it does not establishSide agreements not filed with any registry, oral understandings, and beneficial ownership layers that fall below mandatory disclosure thresholds. Price tiersSignal €1,350 · Standard €2,850 · Extended €6,300. Scope defined before engagement; no variable billing. Qualification flagOff. The report compiles and presents facts. It does not qualify those facts legally or advise on their consequences for any party's position.A shareholders agreement negotiation proceeds on assumptions. The target company has a clean cap table. The existing shareholders hold what they say they hold. No prior agreement constrains the rights being negotiated. A transaction report tests those assumptions against the documentary record.
The review proceeds in four layers.
Layer 1 — Registered ownership. The share register or its equivalent in the target jurisdiction shows the legal owners of record at the date of extraction. Where a jurisdiction maintains a public register of members or shareholders, the report extracts the current entry and notes the date of last amendment. Where the register is not public, the report records the access condition and the level of disclosure available to a foreign applicant.
Layer 2 — Directorship and authority. Who is authorised to bind the company, under what instrument, and with what limitations. Registered directors, authorised signatories, and any filed restrictions on authority are extracted. A shareholders agreement that grants board appointment rights to a new investor is worth less if an existing director holds authority that cannot be revoked without a supermajority the new investor does not control.
Layer 3 — Filed governance documents. Articles of association, constitutional documents, and any shareholders agreements or voting agreements filed with the registry. Not all jurisdictions require filing of shareholders agreements. Where they do, the report extracts the filed version. Where they do not, the report records that no filed version exists — which is not the same as confirming that no agreement exists.
Layer 4 — Encumbrances and insolvency status. Charges, pledges, or security interests registered against the shares or the company's assets. Insolvency proceedings, administration, or equivalent status. A negative result in an insolvency register does not guarantee that no petition has been filed; it records what the register showed at the date of extraction.
The gap between legal ownership and effective control is most visible in governance documents. Filed articles of association establish the formal framework. Shareholders agreements — where filed — add contractual constraints. Neither source captures informal arrangements.
Several structural features are invisible to registry-based review:
The report records what each source shows. It records explicitly where a source ends and what category of arrangement falls outside its scope. That boundary is stated before payment, not discovered during delivery.
Where a jurisdiction maintains a UBO (ultimate beneficial ownership) register, the report extracts the available entry. Access conditions vary by jurisdiction. Following the CJEU judgment in Case C-37/20, public access to UBO registers across EU member states is restricted by default; access conditions are jurisdiction-specific and are recorded in the report as found.
The sequence is fixed. Each step produces a documented output before the next begins.
Step 1 — Jurisdiction mapping. The target company's jurisdiction of incorporation is confirmed. Where the operating entity and the holding entity are in different jurisdictions, both are mapped. The applicable registries, their access conditions, and their disclosure scope are identified.
Step 2 — Registry extraction. Current entries are pulled from each applicable registry. Each extraction carries a date. No entry is carried forward from a prior engagement; all data is extracted fresh for the current report.
Step 3 — Document review. Filed documents — articles, constitutional instruments, any filed shareholders agreements — are reviewed for governance provisions relevant to the transaction. Voting thresholds, reserved matters, pre-emption rights, and drag-along or tag-along provisions are noted where present in filed documents.
Step 4 — Encumbrance and insolvency check. Charges registers and insolvency registers are searched. Results are recorded as found, with the date of extraction and the scope of the register searched.
Step 5 — Gap analysis. The report identifies what the sources do not show. This is not a residual section. It is a primary output. A buyer entering a shareholders agreement negotiation needs to know which governance features are verifiable from official sources and which are not — before the agreement is signed.
Step 6 — Delivery. A structured report with source citations, extraction dates, and a stated limit of knowledge. No legal qualification of the facts. No advice on how to proceed.
Registry-based review has a defined ceiling. That ceiling is stated here, before any engagement begins.
Shareholders agreements not filed with a registry are not visible. In many jurisdictions, shareholders agreements are purely contractual and carry no filing obligation. A report can confirm that no shareholders agreement appears in the filed record. It cannot confirm that no shareholders agreement exists.
Beneficial ownership below disclosure thresholds is not captured. Mandatory UBO disclosure applies above specified thresholds. Arrangements structured below those thresholds — or in jurisdictions without UBO registers — do not appear in any official source. The report records the threshold and the disclosure regime; it does not speculate about what falls below it.
Nominee arrangements are not detectable from registry data alone. A registered shareholder may hold as nominee for an undisclosed principal. Where a jurisdiction requires disclosure of nominee relationships, the report extracts that disclosure. Where it does not, the arrangement is invisible to registry review.
Insolvency registers are not exhaustive. A search result showing no current proceedings records the state of the register at the date of extraction. A petition filed after that date, or a proceeding in a jurisdiction not covered by the search, does not appear.
Filed documents may not reflect current practice. Articles of association filed five years ago may have been superseded by a shareholders agreement that was never filed. The report records the filed version and notes the date of last amendment. It does not verify whether the filed version reflects current governance practice.
These limits are not qualifications on the quality of the work. They are properties of the sources. A report that does not state them is not more complete — it is less honest.
Discrepancies between sources are a primary output of the report, not a footnote.
The most common discrepancy pattern in pre-signing governance review: the cap table presented by the seller does not match the share register as extracted. This can reflect a legitimate lag — a transfer completed but not yet registered — or it can reflect a more significant structural issue. The report records both versions, notes the discrepancy, and states the date of each source.
A second pattern: filed articles of association describe a governance structure that differs from the shareholders agreement the buyer has been shown in draft. Reserved matters in the articles may be narrower or broader than those in the draft agreement. Pre-emption provisions may conflict. The report extracts the filed version and notes the divergence; it does not resolve it.
A third pattern: the insolvency register shows no current proceedings, but the filed financial statements — where available — show indicators that would typically precede an insolvency filing. The report records both facts. It does not qualify what the financial indicators mean for the company's solvency.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Registered ownership and directorship in one jurisdiction; insolvency status check; filed articles of association; stated limit of knowledge | Multi-jurisdiction coverage; UBO register extraction; encumbrance search; document review beyond filed constitutional instruments |
| Standard | €2,850 | All Signal content; UBO register extraction where accessible; encumbrance and charges register search; review of filed shareholders agreements where the jurisdiction requires filing; gap analysis across all sources | Coverage beyond two jurisdictions; financial statement review; review of draft transaction documents |
| Extended | €6,300 | All Standard content; coverage across up to five jurisdictions; review of filed financial statements where available; cross-source discrepancy analysis; structured gap analysis with source-by-source limit statement | Legal advice; qualification of findings; representation in any proceeding; coverage beyond five jurisdictions |
What is the difference between a transaction report and legal due diligence? A transaction report extracts and presents facts from official sources. It records what each source shows, the date of extraction, and where the source ends. Legal due diligence involves a lawyer's qualification of those facts — an assessment of what the findings mean for a party's legal position. This report does the first. It does not do the second. The distinction is stated in the disclaimer and in the qualification flag throughout the report.
Why commission a report before the shareholders agreement is drafted, rather than during negotiation? Governance documents filed with a registry are fixed at the date of extraction. A shareholders agreement negotiation that proceeds without knowing the filed governance structure may produce provisions that conflict with the articles, duplicate existing rights, or fail to address gaps that the registry record would have revealed. The report is most useful before positions are taken, not after.
What happens if the target company is incorporated in a jurisdiction where registry access requires a national identifier or local registration? The report records the access condition. Where access requires a national identifier, a declaration of legitimate interest, or registration with a local authority, the report describes the mechanism and the available pathway for a foreign applicant. Where access is not achievable within the scope of the engagement, that is stated explicitly — before delivery, not in a footnote at the end.
Does the report cover the draft shareholders agreement itself? Signal and Standard tiers do not include review of draft transaction documents. The Extended tier includes review of filed financial statements and cross-source discrepancy analysis, but not review of draft agreements. Review of a draft shareholders agreement against the governance structure established by the report is a separate legal engagement.
What if the target company has a holding structure across multiple jurisdictions? Signal covers one jurisdiction. Standard covers up to two. Extended covers up to five. Where the structure exceeds five jurisdictions, scope is agreed before engagement and priced accordingly. The report does not speculate about jurisdictions outside its stated scope.
How long does the report take to produce? Delivery time depends on the jurisdictions covered and the access conditions of the applicable registries. Estimated timelines are provided at the scoping stage, before engagement begins. No timeline is guaranteed; registry access conditions can change.
Sources
Official registries applicable to the target jurisdiction are identified at the scoping stage. No registry is specified here because jurisdiction is not fixed in this engagement type. Each source used in a delivered report is cited with its official name, the URL of the registry, and the date of extraction. Registry facts in this page description are verified as of 2026-09-15.
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