What is the right price?

The register does not say. The shareholders' agreement often does, and otherwise the parties agree. The price of a transfer is recorded on its entry when you give it.

Does hembud apply between the owners themselves?

It depends on the clause. A hembud clause says which acquisitions it covers and who may redeem, so read it before the transfer is entered.

The owner left years ago and nothing was done.

Then the owner is still a shareholder. If a sale or a cancellation was made, enter it with the day it happened. If nothing was made, it has to be done now.

Are the numbers closed up after a cancellation?

No. The remaining shares keep their numbers. Renumbering is not an event, so aktiebok.io never does it.

A sale and a redemption are taxed differently for the one who leaves. That is a question for an adviser before you choose.

Guide

Buying out a co-owner, three ways, one register.

When an owner leaves, the shares go to the others, to someone new, or out of existence. What each way asks for, and what the share register shows afterwards.

In short

The shares have to go somewhere. When an owner leaves, there are three places they can go, and they are entered differently.

The other owners buy: A sale between shareholders. One Transfer for each buyer.
A new owner buys: A sale to someone outside. A Transfer, after any hembud, förköp or samtycke in the bolagsordning is cleared.
The shares are cancelled: The company pays the owner and the shares cease to exist, through a reduction of the share capital. A Cancellation, once Bolagsverket has registered it.

What is not possible: the company buying the shares and keeping them. A company may not acquire its own shares, apart from a few cases the law lists, and an agreement to do so is void (ABL 19 kap. 4 §). When people say "the company bought her out", they usually mean the third way: the shares were cancelled, or should have been.

The others, or someone new, buy

What happensWhat you do in aktiebok.io

What happensThe parties agree on the shares and the price, and sign.

In aktiebok.ioNothing yet.

What happensThe bolagsordning is read: does it hold hembud, förköp or samtycke, and for this kind of buyer?

In aktiebok.ioThe Company tab shows the förbehåll of each class.

What happensThe buyers show the board the agreement and report the purchase.

In aktiebok.ioA Note for a hembud or förköp notice, on the day it reached the board.

What happensThe förbehåll is cleared: offered and declined, consent given, or the time ran out.

In aktiebok.ioAdd entry, then Transfer, one for each buyer: the seller, the buyer, the shares and the price. Several transfers of the same day go in one draft and are confirmed together.

The order under each förbehåll, and what the buyer may do meanwhile, is in Share transfers and hembud.

The shares are cancelled

This is a reduction of the share capital with cancellation of shares, an indragning. It is the most demanding of the three ways, because money leaves the company and its creditors have a say.

What happensWhat you do in aktiebok.io

What happensThe general meeting decides the reduction: which shares, and what is paid. It needs two thirds of both the votes cast and the shares represented (20 kap. 5 §).

In aktiebok.ioNothing yet. The owner still holds the shares.

What happensThe decision is filed within four months (20 kap. 19 §). When the amount is paid back to a shareholder, the company may not carry it out without permission from Bolagsverket, or a court when it is disputed (20 kap. 23 §); the application goes in with the filing, or within two months of the decision being registered (20 kap. 25 §). No permission is needed when the company at the same time takes steps that leave its share capital and its restricted equity no lower.

In aktiebok.ioNothing yet.

What happensThe share capital is reduced the day the permission is registered, or the day the decision is registered when no permission was needed (20 kap. 20 §).

In aktiebok.ioAdd entry, then Cancellation: the shares, that day, and the share capital from the registreringsbevis. The law says the shares are struck from the register at once (20 kap. 21 §).

The share capital may not go below 25 000 kr (1 kap. 5 §).
A clause in the bolagsordning can make it simpler. With an inlösenförbehåll, shares are redeemed in the order the clause sets out. A clause added later covers only shares issued after it was registered (20 kap. 31 §).
Nothing is entered before the registration. A company that paid an owner and took the shares back without a decision and a registration has cancelled nothing, and the owner is still in the register.

What the filing needs is in Filing with Bolagsverket.

An example

An example · Blåsippan Robotics AB

Sara Nyström leaves the company. She holds 20 000 A shares, numbers 70 001 to 90 000. The company has 102 000 shares and a share capital of 51 000 kr.

The others buy: Astrid and Johan take 10 000 each. Two transfers. Astrid holds 50 000 shares, 49,02 %, and Johan 40 000, 39,22 %. The number of shares and the share capital are as before.
The shares are cancelled: 82 000 shares remain and the share capital is 41 000 kr. Astrid's 40 000 shares are now 48,78 % of the company, and nobody has bought anything.
In both cases numbers 70 001 to 90 000 are accounted for: with new holders, or cancelled. A cancellation leaves a gap in the numbers, and the gap stays.

The register before Sara leaves

aktiebok.io · Blåsippan Robotics AB

Cap tableRegisterHistory

Share numbersClassHolderEntered

1–40 000AAstrid Lindqvist2024-03-12

40 001–70 000AJohan Berg2024-03-12

70 001–90 000ASara Nyström2025-06-02

90 001–102 000BGranliden Kapital AB2026-09-14

4 rows · 102 000 shares, numbered 1–102 000

Questions that come up

What is the right price?: The register does not say. The shareholders' agreement often does, and otherwise the parties agree. The price of a transfer is recorded on its entry when you give it.
Does hembud apply between the owners themselves?: It depends on the clause. A hembud clause says which acquisitions it covers and who may redeem, so read it before the transfer is entered.
The owner left years ago and nothing was done.: Then the owner is still a shareholder. If a sale or a cancellation was made, enter it with the day it happened. If nothing was made, it has to be done now.
Are the numbers closed up after a cancellation?: No. The remaining shares keep their numbers. Renumbering is not an event, so aktiebok.io never does it.
What about tax?: A sale and a redemption are taxed differently for the one who leaves. That is a question for an adviser before you choose.

This page is guidance on keeping the register right, following aktiebolagslagen (2005:551) as amended through SFS 2026:783. It is not legal or tax advice.

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