A cross-border merger requires knowing who controls each entity before the transaction closes. Official registers name directors and, in some jurisdictions, beneficial owners. This report maps that control layer across the relevant entities, states what each source confirms, and identifies where the chain ends.
The angle here is control: who holds authority over the company, what the shareholder can enforce, and which layer of the structure sits beyond the reach of public disclosure. That question is answered before the merger agreement is signed, not after.
What the report establishesDirectors named in official registers, ownership chains to the extent publicly filed, and the point at which the chain becomes unverifiable. Source: official corporate registers in each relevant jurisdiction · verified 2026-09-10. ScopeUp to 35 jurisdictions per engagement. Each jurisdiction is covered by the source available in that registry system. Price tiersSignal €1,350 · Standard €2,850 · Extended €6,300. Fixed price; scope is defined before payment. What the sources do not showNominee arrangements, trust beneficiaries, and undisclosed economic interests are not visible in any public register. The report states this explicitly for each jurisdiction where the gap exists.A merger creates a new control structure. Before that structure is finalised, each party needs to know who currently controls the counterpart entity — and whether that control is what it appears to be in the filed documents.
The report addresses three questions from official sources:
These are factual questions with factual answers drawn from official filings. The report does not assess whether those answers are commercially acceptable. That assessment belongs to the legal and commercial advisers on the transaction.
Most corporate registers record the names of directors, their appointment dates, and — in many jurisdictions — their residential or service addresses. Some registers also record whether a director holds signing authority alone or jointly.
The appointment date matters in a merger context. A director appointed shortly before the transaction may indicate a structural change in control that predates the merger announcement. The report flags appointment dates that fall within a defined window before the transaction.
Resignation dates are recorded where the register captures them. In some jurisdictions, a resignation is filed by the company; in others, it is filed by the director. The gap between the two creates a window in which the register may show a director who has already ceased to act. The report identifies that gap where it exists.
Shareholder registers are public in some jurisdictions and private in others. Where they are public, the report extracts the current ownership list, the percentage held by each shareholder, and the date of the last filed update.
Where the shareholder register is not public — as is the case in several common-law jurisdictions for private companies — the report states that fact and identifies what alternative sources exist: filed annual returns, notarised transfer deeds where these are lodged with the register, or capital contributions recorded in the articles.
Intermediate holding companies appear in the ownership chain as legal persons. The report traces each intermediate entity to the next level where a public filing exists. The chain is followed until it reaches a natural person or a listed company, or until the sources end.
Following the CJEU judgment in C-37/20, public access to UBO registers across EU member states is no longer automatic. Access conditions vary by jurisdiction. Some registers require a demonstrated legitimate interest; others remain accessible to professional service providers under specific conditions; a small number retain open access.
The report states, for each jurisdiction covered, whether a beneficial ownership register exists, what the access condition is, and whether the information was retrieved. Where access was not possible, the report records the reason.
Two registers with distinct access regimes are worth noting explicitly:
For EU jurisdictions outside these two, the report does not assert open access. It states the access condition applicable at the time of the report and the result of the access attempt.
The report follows a fixed sequence. Each step is documented with the source, the extraction date, and the result.
Step 1 — Corporate register extraction. The official corporate register for each jurisdiction is queried by the entity's registered name and national identifier. The output is the current register entry: directors, shareholders where public, registered address, and filing history.
Step 2 — Beneficial ownership register query. Where a UBO register exists, it is queried under the applicable access condition. The result is recorded whether positive, negative, or access-denied.
Step 3 — Insolvency and enforcement check. Official insolvency registers are queried for each entity and, where the register permits, for named directors. A negative result is recorded as such. The report does not treat a negative result as a guarantee: a filed application may not yet appear in the register at the time of extraction.
Step 4 — Cross-source comparison. Where two sources cover the same fact — for example, a shareholder named in both the corporate register and the UBO register — the report records both entries and notes any discrepancy. A discrepancy between sources is itself a result, reported as such.
Step 5 — Chain mapping. The ownership chain is drawn from the extracted data. Each node is identified by its legal name, jurisdiction, and the source from which it was extracted. The point at which the chain ends — because no further public filing exists — is marked explicitly.
Where two official sources record different information about the same person or entity, the report does not resolve the discrepancy. It records both entries, identifies the source and extraction date for each, and states that the discrepancy exists.
Common discrepancy patterns in cross-border merger contexts:
Each of these is a factual observation. The report states it. What the discrepancy means for the transaction is a question for the legal advisers.
Official registers record what has been filed. They do not record what has not been filed, what has been filed incorrectly, or what has been deliberately structured to remain outside the filing obligation.
The following categories are not visible in any public register and are not covered by this report:
The report states, for each jurisdiction, the disclosure threshold that applies to shareholders and beneficial owners. Where a person holds below that threshold, no disclosure obligation exists and no public record will show the holding.
The ceiling of what the sources allow is stated before payment. The report does not claim to establish what the sources cannot show.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Corporate register extraction for up to 3 entities across up to 3 jurisdictions; directors, shareholders where public, registered address; insolvency register query; chain map to first break point; extraction date recorded for each source | UBO register query; gazette sources; cross-source comparison; discrepancy analysis; entities beyond the 3-entity scope |
| Standard | €2,850 | Corporate register extraction for up to 8 entities across up to 8 jurisdictions; directors, shareholders where public, registered address; UBO register query where access conditions permit; insolvency register query; cross-source comparison; discrepancy flagging; chain map to full extent of public sources; extraction date recorded for each source | Gazette sources; entities beyond the 8-entity scope; jurisdictions where register access requires a local correspondent not yet engaged |
| Extended | €6,300 | Corporate register extraction for up to 20 entities across up to 20 jurisdictions; directors, shareholders where public, registered address; UBO register query where access conditions permit; insolvency register query; gazette sources where available; cross-source comparison; full discrepancy analysis; complete chain map with break-point notation; extraction date recorded for each source; written summary of access conditions per jurisdiction | Entities beyond the 20-entity scope; jurisdictions where register access requires a local correspondent not yet engaged; legal qualification of findings |
What happens when a jurisdiction does not have a public corporate register? The report records the absence of a public register and identifies what alternative official sources exist — gazette publications, tax authority filings, or notarial records lodged with a public authority. Where no official source exists, the report states that fact. No information is substituted from unofficial sources.
Can the report cover jurisdictions where the register is in a language other than English? Yes. The report extracts the source document in its original language and provides an English-language summary of the extracted data. The source document is attached. Where the register uses a non-Latin script, the transliteration follows the standard applied by the register itself.
How long does extraction take? Extraction time depends on the jurisdictions covered. Registers with electronic access return results within the working day. Registers that require a written request or a local correspondent take longer. The report states the extraction date for each source; where a source is pending at the time of delivery, the report is updated when the result arrives.
What is the difference between a director register entry and a UBO register entry? A director register entry records who is authorised to act on behalf of the company. A UBO register entry records who ultimately owns or controls the company. The same person may appear in both, in one only, or in neither — for example, where a nominee director acts for an undisclosed principal. The report records both entries separately and notes where they diverge.
Does a negative insolvency result mean the company is solvent? No. A negative result means no insolvency proceeding was recorded in the register at the time of extraction. A proceeding filed after extraction, or a proceeding filed in a jurisdiction not covered by the query, will not appear. The report states the scope of the insolvency query explicitly.
Is the report updated if the register changes after delivery? The report reflects the state of the sources at the extraction dates recorded in the document. Post-delivery changes are not automatically incorporated. An updated extraction can be ordered separately.
What if the same entity appears in multiple jurisdictions? Each jurisdiction entry is treated separately. Where the same legal person is registered in more than one jurisdiction — for example, a branch registration alongside a parent company registration — both entries are extracted and cross-referenced. The chain map identifies the relationship between them.
Sources
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: Katharina Berg — Partner, Central Europe, VLO Law Firm