Corporate control is established through two distinct layers: the registered layer and the ownership layer. The registered layer names directors. The ownership layer names who holds the shares — and, where disclosure is required, who ultimately benefits from them. These two layers are maintained in different registers, updated on different schedules, and subject to different access conditions across jurisdictions.
What can be established from official sources depends entirely on the jurisdiction, the legal form of the entity, and the access rules in force at the time of the request. The ceiling of what the sources allow is stated before payment.
What the registered layer showsDirectors named in the commercial register, with appointment dates. Source: national commercial registers · verified 2026-09-01 What the ownership layer showsShareholders by name and share proportion, where the legal form requires disclosure. Source: national commercial registers and UBO registers · verified 2026-09-01 Condition of accessVaries by jurisdiction: some registers are open without registration; others require a declared legitimate interest or a national identifier. What neither layer showsNominee arrangements, trust structures, and contractual control mechanisms are not recorded in any public register.A director is a person recorded in the commercial register as authorised to act on behalf of the entity. The register states the name, the date of appointment, and — in most jurisdictions — the scope of authority: sole signatory, joint signatory, or limited mandate.
A beneficial owner is a natural person who ultimately owns or controls the entity, regardless of the registered structure. Disclosure of beneficial ownership is governed by separate legislation in each jurisdiction. In the European Union, the framework derives from the Anti-Money Laundering Directives. In the United Kingdom, the framework derives from the Persons with Significant Control regime. In the United States, the Corporate Transparency Act governs disclosure to FinCEN, not to a public register.
These two layers frequently diverge. A director may hold no shares. A shareholder may hold no directorship. A beneficial owner may appear in neither the commercial register nor the UBO register if the threshold for disclosure is not met, or if the jurisdiction does not maintain a public UBO register.
The question of who actually controls the company requires reading both layers together — and identifying where each layer ends.
The commercial register is the primary source for the registered layer. Across the 35 jurisdictions covered by this practice, commercial registers vary in three material respects: what they record, how current the data is, and who can access it.
What is typically recorded:
What is not recorded in the commercial register:
The commercial register records what has been filed. It does not verify the underlying reality of control.
| Element | Typically in commercial register | Typically outside commercial register |
|---|---|---|
| Director name | Yes | — |
| Director appointment date | Yes | — |
| Shareholder name | Yes (where required by legal form) | — |
| Share proportion | Yes (where required by legal form) | — |
| Nominee arrangement | No | Contractual, private |
| Beneficial owner (natural person) | Rarely | UBO register or not disclosed |
| Voting agreement | No | Shareholder agreement, private |
| Trust structure | No | Trust deed, private |
Following the EU Anti-Money Laundering Directives, member states established central registers of beneficial owners. The Court of Justice of the European Union ruled in November 2022 (joined cases C-37/20 and C-601/20) that unrestricted public access to UBO registers is incompatible with the Charter of Fundamental Rights. Member states have since restricted access to parties demonstrating a legitimate interest.
The practical consequence: in most EU jurisdictions, a foreign party cannot retrieve UBO register data without a formal access procedure. The procedure varies by member state. Some require registration with the national authority. Some require a written statement of legitimate interest. Some require a national identifier.
Outside the EU, the position differs by jurisdiction:
What the UBO register establishes, where accessible, is the identity of the natural person at the end of the ownership chain — as declared by the entity. The register does not verify the declaration. It records what was filed.
The registered layer and the ownership layer together do not always identify who actually controls the company. Three structural gaps are common across jurisdictions.
Nominee directors. A nominee director is a person who appears in the commercial register but acts on the instructions of a third party. The arrangement is contractual and private. No register records it. The existence of a nominee arrangement can sometimes be inferred from the pattern of appointments — the same individual appearing as director across many unrelated entities — but inference is not establishment.
Layered ownership. A shareholder in the commercial register may itself be a legal entity. That entity may be incorporated in a different jurisdiction. The chain may pass through several layers before reaching a natural person. Each layer requires a separate register query in a separate jurisdiction. Where one jurisdiction in the chain does not disclose shareholders, the chain ends there.
Threshold gaps. UBO registers record persons above a defined threshold — typically 25% of shares or voting rights. A person holding 24% does not appear. A group of persons acting in concert may each hold below the threshold while collectively controlling the entity. Concert arrangements are contractual and private.
The analysis establishes what the sources show. It names the layer at which the chain ends and the reason it ends there.
Official registers record what has been filed. They do not record what has not been disclosed, what has been structured to avoid disclosure, or what has changed since the last filing.
Specific limits that apply across the 35 jurisdictions covered:
Commercial register limits. Filing deadlines vary. In some jurisdictions, changes to directors or shareholders must be filed within days. In others, the deadline is measured in months. A register entry may be current as of the filing date and outdated as of the query date. The register does not flag its own staleness.
UBO register limits. The declaration of beneficial ownership is made by the entity. The register records the declaration. It does not verify it against share registers, trust deeds, or nominee agreements. A declaration that names a holding company rather than a natural person may be technically compliant in some jurisdictions and non-compliant in others.
Access limits. In EU jurisdictions post-C-37/20, access to UBO data requires a demonstrated legitimate interest. The procedure for establishing that interest is not uniform. In some jurisdictions it is administrative; in others it requires a formal legal basis. A foreign party without a national identifier faces additional procedural steps.
Structural limits. Delaware LLCs do not disclose members in the public register. Certain offshore jurisdictions maintain no public register of beneficial owners. Where the chain passes through such a jurisdiction, the chain ends at that point. The analysis names the point and the reason.
What the analysis delivers: the chain of control as far as the sources allow, with the endpoint named and the reason for the endpoint stated.
Discrepancies between the commercial register and the UBO register are a result in themselves. Three patterns recur:
Shareholder in the commercial register differs from the beneficial owner in the UBO register. This is structurally expected where a holding company is the registered shareholder and a natural person is the declared beneficial owner. It becomes material where the natural person in the UBO register does not correspond to any person identifiable through the ownership chain in the commercial register.
Director in the commercial register is also the declared beneficial owner. This pattern is common in smaller entities. It does not establish that the director is the actual beneficial owner; it establishes that the same person was filed in both registers.
UBO register shows no entry. An absence in the UBO register may mean the entity has not filed, the entity filed and was removed for procedural reasons, or the jurisdiction does not maintain a public register. The analysis distinguishes between these three cases where the source data permits.
The analysis covers entities incorporated in 35 jurisdictions. The jurisdictions span the European Union, the United Kingdom, the United States, selected offshore centres, and selected jurisdictions in the Middle East and Asia-Pacific.
For each jurisdiction, the analysis identifies:
| Element | Source |
|---|---|
| Director names and appointment dates | Commercial register |
| Shareholder names and proportions | Commercial register (where filed) |
| Beneficial owner (natural person) | UBO register (where accessible) |
| Filed financial statements | Commercial register or filing authority |
| Insolvency or winding-up proceedings | Insolvency register or court register |
| Registered address and legal form | Commercial register |
Where a jurisdiction does not maintain a public register for a given element, the analysis states that fact. Where access requires a procedure that cannot be completed for a foreign party, the analysis states that fact and identifies the endpoint of the chain.
The analysis establishes facts from official sources. It does not:
Those questions are addressed in a separate engagement. The analysis is the factual foundation. The legal qualification of the facts is a distinct step, handled under a separate instruction.
What is the difference between a director and a beneficial owner? A director is a person recorded in the commercial register as authorised to act on behalf of the entity. A beneficial owner is the natural person who ultimately owns or controls the entity. The two may be the same person or different persons. The registers that record each are separate and maintained under different legal frameworks.
Can a beneficial owner be established in every jurisdiction? No. In some jurisdictions, no public UBO register exists. In others, access requires a demonstrated legitimate interest and a formal procedure. In the United States, beneficial ownership information filed under the Corporate Transparency Act is not publicly accessible. The analysis identifies the endpoint of the chain and the reason for it in each jurisdiction.
What does the analysis show if the ownership chain passes through an offshore jurisdiction? The chain is followed as far as the sources allow. Where a jurisdiction in the chain does not disclose shareholders or beneficial owners in a publicly accessible register, the chain ends at that point. The analysis names the jurisdiction, the register consulted, and the reason the chain ends there.
What if the commercial register and the UBO register show different persons? The discrepancy is reported as a result. The analysis does not resolve the discrepancy; it establishes what each source shows and identifies the gap. The legal significance of the gap is a matter for separate legal advice.
How current is the data? Register data is current as of the date of extraction. Filing deadlines vary by jurisdiction. A register entry may reflect a filing made weeks or months before the query. The analysis states the extraction date for each source.
What is the turnaround time? Turnaround depends on the number of jurisdictions, the access procedures required, and the complexity of the ownership chain. The timeline is confirmed at the point of instruction.
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