Appointing a nominee director transfers formal control on paper. What it does not transfer is the underlying structure of who actually runs the company and who can enforce shareholder rights. That structure must be established before the appointment — not after.
This report maps the control layer: registered directors, beneficial owners, shareholder agreements on record, and the points where the official sources stop. The ceiling of what the sources allow is stated before payment.
What the report establishesRegistered directors by name and appointment date; shareholders of record with percentage holdings; UBO disclosures filed with the relevant register; any encumbrances or pledges over shares. Sources vary by jurisdiction. What the sources do not showSide agreements between shareholders, nominee arrangements not filed with a registry, and beneficial ownership layers held through jurisdictions with no public UBO register. Price rangeSignal €1,350 · Standard €2,850 · Extended €6,300. Scope defined per tier below. VerifiedRegistry coverage matrix reviewed 2026-09-15. No exact registry tariffs stated: fee mechanisms described without figures per data note.Why control verification precedes a nominee appointment
A nominee director holds legal authority from the moment of registration. The principal retains control only through instruments that exist before that moment: a power of attorney, an undisclosed principal agreement, a shareholder resolution, or a combination of all three.
If the company being structured already has a history — prior directors, prior shareholders, prior filings — those records define the baseline. A report run before appointment answers one question: does the official record match what the principal believes to be true?
Discrepancies found after appointment are harder to correct. A director already on the register has standing. A shareholder agreement already in force binds the company. The report's function is to surface those facts while the appointment is still a decision, not a done deal.
What the report covers
Registered directors and their appointment history
Every jurisdiction that maintains a companies register records at minimum the current directors and their appointment dates. Many also retain resigned directors and the dates of their removal.
The report extracts the full director history from the applicable register. Where the register provides filed documents — incorporation deed, articles of association, board resolutions — those are reviewed for provisions that constrain or expand director authority.
Relevant provisions include: reserved matters requiring shareholder consent, quorum requirements for board decisions, and any restrictions on the director's power to bind the company without co-signature.
Shareholders of record and share structure
The shareholder register, where publicly accessible, shows the legal owners of shares at the time of the last filed update. In jurisdictions that require periodic filing of a shareholder list, the report notes the date of the most recent filing and any gap between that date and the report date.
Share class distinctions matter here. Ordinary shares, preference shares, and shares with weighted voting rights each carry different enforcement consequences for a principal operating through a nominee. The report identifies share classes as filed.
Where a pledge or charge over shares has been registered — in a charges register, a notarial record, or a security register — that encumbrance is noted. An encumbered share cannot be freely transferred; a nominee appointed over an encumbered structure operates under a constraint the principal must understand before signing.
Beneficial ownership disclosures
Post-2018 UBO registers exist in most EU member states and a number of non-EU jurisdictions. Access conditions differ materially across those registers following the CJEU judgment in C-37/20. The report states, for each jurisdiction covered, whether the UBO register is accessible, under what conditions, and what it discloses.
Where the UBO register is not publicly accessible, the report describes the access mechanism — legitimate interest declaration, professional status, or other gateway — and whether that mechanism was used. Where access was not possible, the report says so explicitly and explains why.
The UK's PSC register at Companies House remains publicly accessible. The Polish CRBR register is accessible. Both are subject to verification of current access conditions before the report is issued.
Where no UBO register exists, the report traces the ownership chain through filed documents to the point where the chain ends. That endpoint is named.
Shareholder agreements and filed instruments
Shareholder agreements are private contracts. They are not filed with most registries and are therefore outside the scope of what official sources can confirm.
What official sources can confirm: whether the articles of association reference a shareholder agreement, whether any filed resolution refers to terms agreed between shareholders, and whether any notarial instrument on record incorporates agreement terms by reference.
The report notes every such reference found. It does not reconstruct the agreement itself. The existence of a reference is a fact; the content of the agreement is not established by the report.
The limit of what the sources allow
Official registers record what was filed. They do not record what was agreed privately, what was structured through a jurisdiction with no public register, or what changed after the last filing date.
The following limits apply regardless of the tier ordered:
Nominee arrangements not on the register. A nominee director appointment is sometimes structured without any filed document that names the arrangement as such. The register shows a director; it does not show whether that director acts under instruction. The report identifies the director and the filing history. It does not characterise the nature of the arrangement.
Beneficial ownership through opaque jurisdictions. Where a shareholder of record is itself a company incorporated in a jurisdiction with no public UBO register and no filed ownership disclosure, the chain ends at that entity. The report names the entity and the jurisdiction. It does not speculate about the natural person behind it.
Gap between filing date and report date. In jurisdictions where shareholder lists are filed periodically rather than in real time, the most recent filed list may be months old. A transfer of shares after the last filing date will not appear. The report states the filing date of the most recent shareholder list and the gap to the report date.
Private agreements. Shareholder agreements, undisclosed principal agreements, and side letters are not in the register. Their existence can sometimes be inferred from filed references; their content cannot be established from official sources.
Post-appointment changes. The report is a point-in-time extraction. It does not monitor subsequent changes. If the appointment proceeds, the principal should establish a monitoring mechanism separately.
Where the sources disagree
When the UBO register and the shareholder register show different persons as ultimate controller, that discrepancy is reported as a finding, not resolved by the analyst. Resolution requires either an updated filing or a direct explanation from the parties.
When the articles of association describe a share structure that does not match the most recent shareholder list, both documents are reproduced in the report and the discrepancy is noted with the dates of each document.
When a director appears in the register of one jurisdiction but not in a related entity's register in another jurisdiction, both records are shown. Cross-border group structures frequently produce this pattern; it is not itself evidence of irregularity, but it requires the principal to understand which entity holds which authority.
Scope and fixed price
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Registered directors and appointment history; current shareholders of record; share class identification; UBO register check (one jurisdiction, public access only); summary of filed articles | Private shareholder agreements; multi-jurisdiction UBO tracing; charges and encumbrances register; cross-border group mapping |
| Standard | €2,850 | All Signal content; charges and encumbrances register check; UBO register check with legitimate interest access where required (up to three jurisdictions); review of filed resolutions and notarial instruments; identification of filed references to shareholder agreements; discrepancy report where sources conflict | Content of private agreements; jurisdictions with no public or accessible UBO register beyond three; post-appointment monitoring |
| Extended | €6,300 | All Standard content; full cross-border group mapping across all identified holding entities; UBO tracing to the point of chain termination in each jurisdiction; review of all filed instruments across group entities; written discrepancy analysis with source citations; identification of all registered encumbrances across group; structured findings memo | Legal advice; characterisation of nominee arrangements; reconstruction of private agreements; monitoring after report delivery |
FAQ
What triggers the need for this report rather than a standard company search? A standard company search returns current registered data. This report is structured around the control question: who holds authority, through what instrument, and where does the official record end. The distinction matters when a nominee appointment is being structured, because the appointment itself will change the registered data. The report captures the baseline before that change.
Does the report cover the jurisdiction of the nominee service provider? The report covers the jurisdiction of the company being structured. If the nominee service provider is incorporated in a different jurisdiction and that entity appears in the ownership chain, that jurisdiction is included in the scope. The Standard and Extended tiers cover multi-jurisdiction chains.
What happens if the UBO register in the relevant jurisdiction is not accessible? The report states that access was not possible, identifies the access condition that could not be met, and describes what the register would disclose if access were granted. The chain is traced to the point where it ends, and that endpoint is named.
Can the report be updated after the nominee appointment is made? The report is a point-in-time document. A separate extraction after appointment is a new instruction. The Extended tier includes a structured findings memo that can serve as a baseline for a subsequent comparison.
How long does the report take? Delivery time depends on the number of jurisdictions covered and the access conditions of the relevant registers. Signal tier: typically five to seven business days. Standard and Extended tiers: timeline confirmed at instruction stage based on scope.
Sources
The following source categories are used across the jurisdictions covered by this report. Specific registries are identified at instruction stage based on the jurisdiction of the company being structured.
- National companies registers (director and shareholder data)
- UBO / beneficial ownership registers where publicly or conditionally accessible
- Charges and encumbrances registers (where maintained separately from the companies register)
- Notarial and land registers (where share pledges are recorded notarially)
- Official gazette publications (for filed resolutions and corporate instruments)
Registry access conditions and fees are described in the report without exact tariff figures where the data note applies. All extractions are dated; every date on this page falls on or before 2026-10-09.
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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
