The share register is missing, and how to build it again.

In short

Every Swedish limited company must have a share register (ABL 5 kap. 1 §). It is set up the day the founders have signed the stiftelseurkund (5 kap. 8 §), the board is responsible for keeping it (5 kap. 7 §), and it is kept for as long as the company exists and ten years after (5 kap. 3 §).

Nobody else has a copy. Bolagsverket registers the company, its share capital and its number of shares. It does not register who owns them. So a missing register cannot be ordered from anyone: it is rebuilt from the company's own papers.

It is worth doing before someone asks. The register decides who may vote at a general meeting and who is paid a dividend, and a buyer, an investor or a bank will ask for it. Failing to keep one, on purpose or by carelessness, is also punishable (30 kap. 1 §).

Where the facts are found

A register is a chain: who had the shares first, and every change since. Each link is in a paper the company already has or can get.

Stiftelseurkund

Who the first holders were, how many shares each subscribed for, and when.

A shelf company's papers

For a company bought ready-made: the supplier's own register sheet, and the note of its transfer to the buyer.

Registreringsbevis

The number of shares and the share capital today, and the förbehåll. Bolagsverket's list of cases for the company shows when each change was registered.

Minutes and subscription lists

Every new issue, split and cancellation: the decision, the subscribers and the price. The röstlängd in the minutes of a general meeting lists the shareholders who were present that day and how many shares each represented.

Transfer agreements

Each sale: the parties, the day and the price.

Bolagsordning

The share classes and the förbehåll, in the version that applied at the time.

The shareholders

Their id number and postal address, which the register must state, and their own word on what they hold.

Step by step

When a paper cannot be found

Then nobody can enter that link as if it were documented. A way through that boards use is to write down, in minutes, what it has found and what it concludes the holdings are, and to have the shareholders confirm it in writing. That is a common way of doing it and not a rule in the law, so ask an adviser when the holdings are disputed. The board's minutes and the confirmations are then the basis of the entry.

When too much of the history is gone to enter it event by event, the register can be entered as it stands on one day, with a connected AI app: every block of shares with its holder, and the board's decision as basis. See Moving a share register. The register then starts on that day and holds nothing before it.

An example

Questions that come up

Does the register have to be a bound book?

No. The law's main rule is a register kept by computer; a company that keeps its own register may also use a bound book or a safe loose-leaf or card system (5 kap. 2 §). What matters is what it holds and that it is kept.

Do we send the rebuilt register to Bolagsverket?

No. The share register is the company's own and is not filed anywhere.

Who may see it?

Anyone who asks. The register is kept available at the company for everyone who wants to read it (5 kap. 10 §).

Two shareholders disagree about who holds what.

A register cannot settle that. Enter what the papers show, and take the dispute to an adviser.

Can my AI do the work?

It can do the reading. Give it the papers, and it puts the events in order, drafts each entry with its basis and tells you where a link is missing. You review and confirm every draft.