A secondary share sale transfers an existing stake from one private holder to another. No new company is formed. No regulator approves the transaction by default. The buyer acquires whatever the seller actually holds — including undisclosed encumbrances, disputed ownership, and directors whose authority has lapsed on paper.
The control question is therefore the first question: who directs the company today, who owns it beneficially, and what can a shareholder enforce once the transfer is registered. This report answers that question from official sources, names the sources, and states where the chain ends.
What the report establishesDirectors of record by name and appointment date; declared shareholders with percentage stakes; beneficial owner entries where the relevant register holds them; any insolvency or enforcement flags on the target. Sources and extraction dates are stated for each finding. What drives the priceJurisdiction count, register access conditions, and whether beneficial ownership data requires a formal request with a declared legitimate interest. Price tiers are fixed and published below. What the sources do not showNominee arrangements not disclosed to the register, trust deeds held privately, side agreements on voting rights, and pledges over shares not filed with the relevant authority. The report names each gap explicitly. VerifiedMethodology reviewed against current register access rules · 2026-10-11What a secondary share sale makes visible — and what it does not
When a company issues new shares, a regulator or notary typically reviews the transaction. A secondary sale between private parties carries no equivalent checkpoint. The target company's register of members or shareholder list is updated after the fact, sometimes weeks later.
This creates a window in which the buyer has paid but the register has not yet caught up. More structurally, it creates a permanent gap: the register records legal title, not beneficial ownership, unless the jurisdiction operates a separate UBO register with mandatory filing.
The report maps both layers. The legal ownership layer comes from the company register or equivalent filing. The beneficial ownership layer comes from the UBO or PSC register where one exists and is accessible. Where neither layer is complete, the report states the gap and the reason.
Control is not only ownership. A director with broad statutory authority can bind the company to obligations that survive the share transfer. The report therefore covers the director layer separately: who holds the position, since when, what the filing shows about the scope of their authority, and whether any resignation or replacement has been filed but not yet processed.
The three layers the report covers
Layer 1 — Directors of record
The company register in most jurisdictions holds a current list of directors with appointment dates and, in some systems, the scope of their signing authority. The report extracts this list, checks it against any recent filings for changes, and flags any director whose term appears to have expired under the company's own articles without a replacement filing.
A director who resigned six months ago but whose resignation was never filed with the register remains a director of record. The buyer who relies on the register without checking the filing history acquires a company whose actual governance may differ from what the register shows.
The report checks both the current state and the recent filing history. The depth of that history depends on what the register makes available.
Layer 2 — Shareholders and declared ownership
The shareholder list or register of members shows legal title. In jurisdictions where the company itself maintains this register — rather than a public authority — the filing at the company register may be a snapshot from the last annual return or a notarially certified list submitted at a specific event.
The report identifies the source document, its date, and the percentage stakes it records. Where the jurisdiction requires a notarially certified shareholder list to be filed on each change, the report checks whether the most recent filed list post-dates the last known transfer.
Where the jurisdiction does not require such filings — or where the company register holds only a founding document — the report states this explicitly. The buyer then knows that the register confirms the position at founding, not today.
Layer 3 — Beneficial ownership
Beneficial ownership registers exist in a growing number of jurisdictions. Access conditions vary significantly. Some registers are publicly searchable without registration. Others require a formal request with a declared legitimate interest. Several EU member state registers moved to restricted access following the CJEU ruling in joined cases C-37/20 and C-601/20; access now requires demonstrating a legitimate purpose.
The report states, for each jurisdiction covered, whether a UBO register exists, what the access condition is, and what the register returned. Where access requires a formal request, the report includes the request and its outcome. Where the register returned no entry, the report states that — and notes that absence of an entry is not proof of absence of a beneficial owner, because the register reflects what was declared, not what is true.
Cross-border structures: where the chain breaks
A secondary share sale in a single jurisdiction is the simpler case. Most transactions of material value involve a holding structure: the shares being sold belong to an intermediate holding company, which is owned by another entity, which may be held through a trust or foundation.
Each link in that chain sits in a different jurisdiction. Each jurisdiction has its own register, its own access rules, and its own definition of what must be filed. The report works through the chain link by link, extracting what each register holds and naming the point at which the chain becomes opaque.
Common break points:
- A jurisdiction that does not operate a UBO register and has no equivalent filing requirement
- A jurisdiction where the register exists but access for foreign requestors requires a local representative or a formal court order
- A trust or foundation layer, where the beneficial owner is the beneficiary of a discretionary trust — a relationship that typically does not appear in any company register
- A nominee shareholder arrangement that is disclosed to the register as legal owner but where the underlying principal is not recorded anywhere publicly accessible
The report does not speculate about what lies behind a break point. It names the break point, states why the chain ends there, and leaves the inference to the buyer and their counsel.
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.
Company registers record what was filed. They do not verify whether the filing is accurate. A director who was removed by a shareholder resolution but whose removal was never filed remains a director of record. A shareholder list that was accurate at the time of filing may have been superseded by a private transfer agreement that has not yet reached the register.
UBO registers record what was declared. They do not independently verify the declaration. A beneficial owner who was declared at founding and has since transferred their economic interest to a third party through a private agreement may still appear as the registered UBO. The register reflects the last declaration, not the current reality.
Insolvency registers record proceedings that have been formally opened. A company that is insolvent in fact but has not yet been the subject of a formal filing will not appear. The report checks the register; it does not audit the company's financial position.
Court and enforcement registers record judgments and enforcement actions that have been registered. Arbitral awards, foreign judgments not yet domesticated, and informal enforcement arrangements do not appear.
The report states, for each finding, which register it came from, what the register's own scope is, and what the register cannot confirm. A finding of "no entry" is reported as "no entry in [register] as of [date]" — not as "no proceedings exist."
Where the sources disagree
Discrepancies between sources are reported as findings, not footnotes.
The most common discrepancy in secondary share sale due diligence is a mismatch between the shareholder list at the company register and the UBO register entry. The shareholder list may show a corporate entity as 100% owner. The UBO register may show a natural person as ultimate beneficial owner with a declared stake that does not arithmetically correspond to the corporate structure on file.
This discrepancy does not resolve itself. It may reflect a legitimate holding structure that was correctly declared but is not fully visible from the register alone. It may reflect an error in the UBO declaration. It may reflect a change in structure that was reported to one register but not the other.
The report flags the discrepancy, identifies which register holds which version, and states the date of each entry. The buyer and their counsel then decide how to address it before closing.
A second common discrepancy is between the director list at the company register and the signatory list on recent contracts or bank mandates. The report covers only the register layer; it does not review contracts. But where the register shows a director who is not the person who signed the sale and purchase agreement, that discrepancy is noted.
Scope and fixed price
The price covers the analytical work: identifying the relevant registers, extracting the available data, mapping the ownership and director layers, and producing a written report with source citations and a stated limit of knowledge. It does not cover legal advice on the findings, representation in any jurisdiction, or actions taken after the report is delivered.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Director of record extraction; current shareholder list or register of members; insolvency register check; one jurisdiction; written report with source citations and stated data limit | UBO register request; cross-border chain tracing; discrepancy analysis; filing history review |
| Standard | €2,850 | All Signal content; UBO or PSC register request with legitimate interest declaration where required; filing history review for director changes in the 24 months before the report date; discrepancy analysis between shareholder and UBO layers; up to three jurisdictions | Jurisdictions beyond three; trust or foundation layer analysis; enforcement register check outside the primary jurisdiction |
| Extended | €6,300 | All Standard content; full holding chain tracing across all identified jurisdictions; enforcement and judgment register checks in each jurisdiction; trust and foundation layer identification where register data permits; discrepancy report across all layers; written summary of break points with source-level explanation | Legal advice on findings; representation; verification of facts not accessible from official registers |
FAQ
What is the difference between a director of record and the person who actually controls the company? The director of record is the person whose appointment appears in the company register. Actual control may rest with a beneficial owner who has not taken a directorship, with a person acting under a power of attorney not filed with the register, or with a creditor whose security agreement gives them effective veto rights. The report establishes the register layer. It names the points where the register layer and the control layer may diverge.
Does the report cover all jurisdictions in a holding chain? The Signal tier covers one jurisdiction. The Standard tier covers up to three. The Extended tier covers all jurisdictions identified in the chain. Where a jurisdiction is identified but its register is inaccessible to a foreign requestor without a local representative, the report states this and describes the access barrier.
What does "no entry" in a UBO register mean? It means no entry was found in that register on the date of extraction. It does not mean no beneficial owner exists. The register records declarations; it does not independently verify the underlying ownership structure. The report states the date of extraction and the register's own scope alongside every "no entry" finding.
How long does the report take? Turnaround depends on the number of jurisdictions and the access conditions of the relevant registers. Registers that require a formal request with a declared legitimate interest add processing time that is outside the firm's control. An indicative timeline is provided at the point of engagement, after the target jurisdictions are confirmed.
Can the report be used as a disclosure document in the transaction? The report is a factual compilation for the buyer's internal use. It is not a legal opinion and does not constitute a disclosure document for regulatory purposes. Whether it can be attached to transaction documents as a representation is a question for the buyer's transaction counsel.
What happens if the register returns data that contradicts the seller's representations? The report records the discrepancy. It does not resolve it. Resolution — whether by requesting an explanation from the seller, adjusting the purchase price, or withdrawing from the transaction — is a matter for the buyer and their counsel.
Sources
Company registers, UBO and PSC registers, insolvency registers, and enforcement registers in the relevant jurisdictions — accessed directly by VLO Law Firm analysts. Register names, URLs, and extraction dates are cited in the body of each delivered report. Because this page covers a cross-jurisdictional service without a fixed single jurisdiction, no single register URL is listed here; source citations appear in the delivered report at the finding level.
Methodology reviewed against current register access rules · extracted 2026-10-11
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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: Katharina Berg — Partner, Central Europe, VLO Law Firm
