Before a shareholders agreement is signed, two questions determine whether the deal is sound: who controls the company, and who stands behind the person claiming to control it. Those questions are not answered by reviewing the draft agreement alone. They require a structured review of official sources — registries, filed documents, and public records — completed before execution.
The angle here is control. Not valuation, not tax structure, not regulatory compliance. Control: who holds the directorship, who appointed that director, who owns the shares, and whether the ownership chain leads to an identifiable natural person or stops at a nominee layer.
What this report establishesCurrent directors by name and appointment date; registered shareholders with share classes and percentages; disclosed beneficial owners where the relevant register carries that data; filed financial statements where available. Sources verified on or before 14 October 2026. What it does not establishUndisclosed nominee arrangements; trust structures not filed with any registry; side agreements between shareholders not registered anywhere. Price tiersSignal €1,350 · Standard €2,850 · Extended €6,300. Fixed price, stated before payment. Ceiling of knowledgeThe limit of what the sources allow is stated before payment — not after delivery.A shareholders agreement governs the relationship between parties who will share control of a legal entity. Before that agreement is signed, each party needs to know whether the counterparty's representations about its own structure are consistent with what official sources show.
The report addresses three layers of the control question.
Director layer. Who holds the directorship at the moment of signing? When was the appointment made? Is there a record of prior removal or resignation? In jurisdictions where the company register is updated on a rolling basis, the current director entry reflects the most recently filed change. In jurisdictions where filings are periodic, the register may lag by weeks or months.
Shareholder layer. Who holds shares, in what class, and in what proportion? For private companies, this information is held in the company register in some jurisdictions and in the company's own internal register in others. Where the register holds it, the report extracts it. Where it does not, the report states that the source does not carry shareholder data and identifies what alternative filed documents — articles of association, shareholder lists filed on incorporation or on a capital change — may contain partial information.
Beneficial owner layer. Who is the natural person who ultimately owns or controls the entity? Following the CJEU judgment in joined cases C-37/20 and C-601/20, public access to UBO registers across EU member states was restricted. Access now varies by jurisdiction: some registers remain accessible to persons demonstrating a legitimate interest; others are restricted to competent authorities. The report identifies, for each jurisdiction covered, whether a beneficial ownership register exists, what the access condition is, and whether the data held there is current or based on a filing that predates the transaction.
The report follows a fixed sequence. Each step produces a documented output before the next step begins.
Step 1 — Company identification. The entity is identified by its registered name, jurisdiction of incorporation, and national registration number. Where the counterparty has provided only a trade name, the first step is to locate the registered legal entity behind it. This step is not skippable: a report run against the wrong entity produces no usable result.
Step 2 — Director extract. The current director or directors are extracted from the company register. The extract records the name, appointment date, and — where the register carries it — the date of any prior termination of office. The source and extraction date are recorded.
Step 3 — Shareholder extract. The current shareholders are extracted from the company register or from the most recently filed shareholder list. Where share classes exist, each class is recorded separately. Where the register shows a corporate shareholder rather than a natural person, the chain is followed one level up.
Step 4 — Beneficial owner search. The relevant beneficial ownership register is queried. The result — whether a match, a no-match, or an access restriction — is recorded with the source and date. A no-match is not treated as confirmation of clean ownership; it is recorded as the limit of what the register shows.
Step 5 — Filed financial statements. Where the jurisdiction requires filing of annual accounts, the most recently filed set is retrieved. The accounts are reviewed for consistency with the ownership structure shown in the register: discrepancies between the stated ownership and the accounts' related-party disclosures are flagged.
Step 6 — Insolvency and enforcement check. The relevant insolvency register is queried for the entity and, where the register permits it, for the named directors. A negative result is recorded as the limit of what the register shows on the date of the search, not as a guarantee of absence of proceedings.
Step 7 — Synthesis. The results of steps 1–6 are assembled into a single document. Where sources agree, the agreed position is stated. Where sources disagree, the disagreement is stated as a finding, not resolved by inference.
When the company register shows one shareholder and a filed shareholder list shows another, that is a finding. It may reflect a transfer that was filed in one place and not yet in another. It may reflect a filing error. It may reflect a deliberate discrepancy. The report records the disagreement and identifies which source is more recent and which carries the higher filing obligation.
When the director named in the agreement differs from the director shown in the register, that is a finding. A director who signed the agreement but is not on the register at the date of signing raises a question about authority that the agreement itself does not answer.
When the beneficial ownership register shows a different natural person from the one identified through the shareholder chain, that is a finding. The report does not resolve it. It states both results, identifies the source of each, and records the date of each extraction.
These disagreements are not editorial failures. They are the product. A report that smooths over source disagreements to produce a clean narrative is not a useful document before a shareholders agreement is signed.
No combination of official sources establishes the full control picture in every case. The ceiling is fixed by the architecture of the registers, not by the effort applied to the search.
Nominee arrangements. A nominee director or shareholder is, by definition, the person shown in the register. The register does not flag nominees as such. Where a jurisdiction has a beneficial ownership register, a nominee arrangement that has been properly disclosed will show the underlying principal. Where it has not been disclosed, or where the jurisdiction has no such register, the register shows only the nominee.
Trust structures. A trust that holds shares in a company is not itself a registered entity in most jurisdictions. The trustee appears in the register as the shareholder. The beneficiary of the trust does not appear. The report identifies where a corporate shareholder is a trust vehicle where that is apparent from the registered name or from filed documents; it does not identify trust beneficiaries where that information is not in any filed document.
Stale data. Company registers are updated on filing. Between filings, the register reflects the last filed position. In jurisdictions where annual confirmation statements or equivalent filings are required, the register may be up to twelve months behind the current position. The report records the date of the most recent filing shown in the register, which is the date to which the register's information is current.
Access restrictions. In several EU jurisdictions, the beneficial ownership register is not accessible without a demonstrated legitimate interest. Where access requires a formal application, the report records the access condition and the result of the application. Where access is refused, the report records the refusal. It does not substitute inference for the data that was not accessible.
Undisclosed agreements. Shareholders agreements, voting agreements, and option agreements that are not filed with any registry are not visible to any register-based search. The report does not establish the absence of such agreements. It establishes what the filed record shows.
The ceiling of what the sources allow is stated before payment. That is not a disclaimer added after delivery. It is the starting point of the engagement.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Director extract from company register; shareholder extract or most recently filed shareholder list; insolvency register search; source record with extraction dates | Beneficial ownership register query; financial statements review; multi-level ownership chain; disagreement synthesis |
| Standard | €2,850 | All Signal items; beneficial ownership register query with access condition recorded; most recently filed financial statements; one-level corporate shareholder follow-up; disagreement section where sources conflict | Multi-level chain beyond one corporate layer; jurisdictions outside the primary registration; enforcement register search against named directors |
| Extended | €6,300 | All Standard items; multi-level ownership chain to natural person or stated stopping point; enforcement and court record search against named directors where register permits; filed documents review for related-party disclosures; full disagreement synthesis across all sources; written summary of the ceiling of knowledge per source | Legal advice; qualification of findings; representation in any proceeding |
What is the difference between a director report and a beneficial owner report? A director report establishes who holds the formal appointment to manage the company. A beneficial owner report establishes who owns or controls the company at the natural-person level. The two are related but not identical: a director may have no ownership interest, and a beneficial owner may hold no formal appointment. Before a shareholders agreement is signed, both questions are relevant. This report addresses both in a single document.
How current is the information in the report? Each source is queried at the time of the engagement. The report records the extraction date for each source. The currency of the information is the currency of the register at that date. Where the register's most recent filing predates the extraction by a significant interval, that interval is recorded. The report does not represent that the register reflects events that occurred after the last filing.
What happens if the beneficial ownership register is not accessible? The access condition is recorded. If access requires a formal application, the application is made and the result is recorded. If access is refused or restricted, the report states that the register was queried, that access was not granted, and what the access condition requires. A refusal is a finding, not a gap in the report.
Does the report cover the counterparty's subsidiaries? The Signal and Standard tiers cover the primary registered entity. The Extended tier follows the ownership chain upward — toward the natural person — not downward into subsidiaries. Coverage of subsidiaries is outside the scope of all three tiers and is addressed in a separate engagement.
Can the report be used as evidence in a dispute? The report is a factual compilation from official sources. Each extract is sourced and dated. Whether the report is admissible or useful in a particular proceeding is a question of the procedural rules of that proceeding. The report does not constitute legal advice and does not include a legal qualification of the findings.
What if the company is registered in a jurisdiction not covered by the report? The report is structured around the jurisdiction of incorporation of the counterparty. If that jurisdiction is identified after the engagement begins and falls outside the scope agreed at the Signal or Standard tier, the scope is confirmed before work proceeds. The Extended tier is designed to accommodate multi-jurisdictional structures where the ownership chain crosses borders.
How long does the report take? Turnaround depends on the jurisdiction and the access conditions of the relevant registers. Signal reports on entities in jurisdictions with electronic registers and no access restrictions are typically completed within five business days. Standard and Extended reports, particularly where beneficial ownership register applications are required, take longer. An estimated timeline is confirmed at the start of the engagement.
The following source categories are used in this report. Specific registries are identified in the engagement confirmation, as they vary by jurisdiction of incorporation.
All sources are queried directly. Extraction dates are recorded in the report. No third-party data aggregator is used as a primary source.
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