A put option is a contractual right. Whether that right can be enforced depends on who actually controls the company on the other side of the agreement. Before the option is signed, the control structure of the counterparty must be established from official sources — not assumed from the term sheet.
This report maps the director layer and the beneficial ownership layer of the counterparty. It identifies who holds authority to bind the company, who holds the economic interest behind the registered shareholders, and where the chain of control terminates. The angle is control: who gives instructions, who receives proceeds, and what a shareholder can enforce against each.
What the report establishesRegistered directors with appointment dates, registered shareholders with share proportions, and the beneficial ownership chain to the extent disclosed in official registers. Verified against source registries within 30 days of publication date. Jurisdiction coverageUp to 35 jurisdictions per engagement, selected by the counterparty's registration footprint and holding structure. Price tiersSignal €1,350 · Standard €2,850 · Extended €6,300. Fixed price per engagement; scope defined before payment. What the sources do not showNominee arrangements, undisclosed trust structures, and verbal shareholder agreements are not visible in any official register. The report states explicitly where the chain terminates and why.Why control verification matters before a put option
A put option grants the holder the right to sell shares at a defined price. Enforcing that right requires a solvent, identifiable counterparty with authority to perform. Three control-layer failures routinely surface after signing:
The registered director lacks authority to bind the company for transactions above a threshold. The threshold is in the articles or a shareholders' resolution — neither of which appears on the face of the option agreement.
The registered shareholder is a nominee. The economic interest sits with a person or entity not named in the option. When the option is exercised, the actual decision-maker is not bound by the instrument.
The holding structure was restructured between the term sheet and the signing date. A director change or a share transfer filed in the registry after the term sheet was issued changes the counterparty's control profile entirely.
Each of these failures is detectable from official sources before signing. None of them is detectable from the term sheet alone.
The director layer: what official registers show
Corporate registries in most jurisdictions record the names of directors, their appointment dates, and — in some jurisdictions — their authority limits. The report extracts this layer from the primary registry of each entity in the counterparty's structure.
The director layer answers three questions:
- Who is authorised to sign on behalf of the company as of the report date?
- When was each director appointed, and has any director been removed since the term sheet was issued?
- Does the registry record any restriction on the director's authority — a requirement for co-signature, a board resolution, or a shareholder approval threshold?
Where the registry records authority limits, those limits are stated in the report with the source document and the extraction date. Where the registry does not record authority limits — which is the case in several common-law jurisdictions — the report states that the limit is not visible at registry level and must be verified against the constitutional documents.
The director layer does not establish who instructs the directors. That is the beneficial ownership question.
The beneficial ownership layer: sources and their limits
Beneficial ownership registers exist in a growing number of jurisdictions. Their coverage, access conditions, and reliability vary significantly across the 35 jurisdictions in this report's scope.
In jurisdictions where a UBO register is publicly accessible, the report extracts the registered beneficial owner, the ownership percentage, and the date of the most recent update. The extraction date is stated for each entry.
In jurisdictions where access requires a demonstrated legitimate interest, the report describes the access condition and the information that would be returned if access were granted. The report does not fabricate entries it cannot retrieve.
In jurisdictions where no UBO register exists, the report traces the ownership chain through the shareholder register to the highest identifiable layer. The point at which the chain terminates — and the reason it terminates — is stated explicitly.
Three structural limits apply across all jurisdictions:
Nominee arrangements. A nominee shareholder appears in the register as the legal owner. The beneficial owner is identified in a private nominee agreement that is not filed in any public register. The report identifies nominee indicators where they are visible — registered agent addresses, professional nominee service providers, trust company shareholders — but cannot confirm the identity of the person behind the nominee without access to the private agreement.
Trust structures. A trust holding shares in a company is not itself a company. It does not appear in a corporate registry. The trustee appears as the shareholder; the beneficiaries do not. The report identifies trust indicators where they are visible and states the limit.
Undisclosed restructuring. A beneficial ownership register records what was filed. It does not record what changed after the last filing. In jurisdictions where the filing obligation is triggered by a change event, a recent restructuring may not yet appear in the register. The report states the date of the most recent entry and the date of extraction.
The shareholder rights layer: what can be enforced
A put option is a shareholder right. Its enforceability depends on the constitutional documents of the company — the articles of association, the shareholders' agreement, and any side letters — and on the law governing the option.
The report does not provide a legal opinion on enforceability. That is a legal advice function, outside the scope of a factual compilation.
The report does establish the factual predicate for the enforceability analysis:
- The identity and authority of the person who signed or will sign the option on behalf of the counterparty
- The registered capital structure of the company at the time of signing
- Any encumbrances, pledges, or restrictions on the shares that are the subject of the option, to the extent recorded in official registers
- Any insolvency proceedings, liquidation notices, or enforcement actions recorded against the counterparty in the jurisdictions covered
Each of these items is sourced. Each source is named. Each extraction date is stated.
The limit of what the sources allow
Official registers show what was filed. They do not show what is true.
A director can be registered and inactive. A beneficial owner can be registered and acting through an undisclosed intermediary. A shareholder can be registered and holding on behalf of a person whose name appears nowhere in any public document.
The report states the ceiling of what the sources allow before payment is made. That ceiling is not a failure of the report — it is the factual condition of the sources. A report that does not state this ceiling is not more complete; it is less honest.
Specific limits that apply to this report type:
UBO registers in EU jurisdictions. Following the Court of Justice ruling in joined cases C-37/20 and C-601/20, public access to UBO registers in EU member states is no longer automatic. Access conditions vary by jurisdiction. The report describes the access condition for each jurisdiction and states what was retrieved under that condition.
Delaware and similar opacity jurisdictions. The registered agent is the only party identified in the public record for many US LLC structures. Member identity is not disclosed. The report identifies the registered agent, states the opacity condition, and traces the chain through any parent entity that is registered in a more transparent jurisdiction.
Insolvency registers. A negative result in an insolvency register does not confirm the absence of a filed petition. Filing and registration are not simultaneous in all jurisdictions. The report states the extraction date and notes this structural limit for each insolvency register consulted.
VIES and VAT registers. VIES is a query tool, not a database. An invalid response does not confirm that the entity does not exist. Germany and Spain do not return name and address data via VIES. The report does not use VIES as a primary source for entity existence.
The ceiling of what the sources allow is stated before payment. The report does not promise to establish what the sources structurally cannot show.
Where the sources disagree
When the director named in the registry differs from the signatory named in the term sheet, that discrepancy is a finding. The report states both names, both sources, and both dates.
When the registered shareholder differs from the beneficial owner named in the UBO register, the report states both entries, the date of each, and the gap between them.
When the registered capital in the company registry differs from the capital stated in the most recent filed financial statements, the report states both figures and the filing dates.
Discrepancies between sources are findings, not footnotes. A discrepancy between the term sheet counterparty and the registered entity is the most operationally significant finding the report can produce. It surfaces before the option is signed, not after it is exercised.
Scope and fixed price
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Director register extraction for the primary entity; registered shareholder list; UBO register query where publicly accessible; insolvency register check in the primary jurisdiction; written summary with source citations and extraction dates | Multi-layer holding structure; jurisdictions beyond the primary registration; filed financial statements; share encumbrance register; discrepancy analysis across sources |
| Standard | €2,850 | All Signal items; holding structure traced up to two layers; UBO register queries in all jurisdictions where the holding chain is registered; insolvency register checks in all covered jurisdictions; filed financial statements where available; discrepancy analysis across all sources | Jurisdictions beyond the holding chain as registered; nominee investigation beyond visible indicators; legal opinion on enforceability |
| Extended | €6,300 | All Standard items; full holding structure across up to 35 jurisdictions; authority verification against constitutional documents where filed; share encumbrance and pledge register checks; cross-source discrepancy report with annotated findings; timeline of director and shareholder changes over the preceding 36 months where registry history is available | Nominee agreement content; trust beneficiary identification; legal opinion on enforceability; representation in any proceeding |
FAQ
What is the difference between the director layer and the beneficial ownership layer? The director layer identifies who is authorised to bind the company in a transaction. The beneficial ownership layer identifies who holds the economic interest in the company. For a put option, both layers are relevant: the director must have authority to sign, and the beneficial owner is the party whose economic interest the option affects. The two layers are sourced separately and may produce different names.
Can the report establish who will actually make the decision to perform the put option? The report establishes who is registered as having authority to bind the company and who is registered as the beneficial owner. It does not establish who gives instructions informally or who holds de facto control without a registered position. Where indicators of de facto control are visible in official sources — for example, a pattern of director changes or a shareholder resolution record — those indicators are noted. The report does not go beyond what official sources show.
What happens if the counterparty is registered in a jurisdiction where the UBO register is not publicly accessible? The report describes the access condition for that jurisdiction, states what information would be returned if access were granted, and traces the ownership chain through the shareholder register to the highest identifiable layer. The point at which the chain terminates is stated explicitly, with the reason.
How current is the information in the report? Each item in the report carries the date on which the source was extracted. Registry data reflects the state of the register at the extraction date, not the state of the company at any other time. The report does not represent that the information is current beyond the extraction date stated for each item.
Is the report a legal opinion on whether the put option is enforceable? No. The report is a factual compilation from official registers and public sources. It establishes the factual predicate — who the counterparty is, who controls it, and what the sources show about its structure — but does not qualify those facts legally or advise on enforceability. Legal advice on enforceability is a separate engagement.
What if a discrepancy is found between the term sheet counterparty and the registered entity? The discrepancy is reported as a finding, with both names, both sources, and both dates. The report does not advise on what action to take. The finding is available before the option is signed.
Sources
Official corporate registries, UBO registers, insolvency registers, and filed financial statement databases in the jurisdictions covered by the engagement. Specific registries are named in the report with their official URLs and the extraction date for each item. Source selection is determined by the counterparty's registration footprint and holding structure.
Registry access conditions, filing obligations, and data availability vary by jurisdiction and are described in the report for each source consulted.
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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
