Guide

Selling or giving away shares, and what hembud asks first.

When a new owner goes into the share register, how hembud, förköp and samtycke change the order, and what to enter.

In short

A sale is an agreement between seller and buyer. The company is not a party to it. But the buyer cannot use a shareholder's rights against the company, such as voting at a general meeting, before being entered in the share register (ABL 4 kap. 37 §).

The board enters the buyer at once when the acquisition is reported and shown, usually with the signed agreement (5 kap. 9 §). Every entry is dated.

Unless the bolagsordning says wait. It may hold up to three restrictions on transfers, called förbehåll. The registreringsbevis lists the ones a company has, and the register states them for every share they cover.

Samtycke
The shares may be transferred only with the company's consent (4 kap. 8 §). The question is settled before the transfer.
Förköp
The shares must be offered to those the bolagsordning names before they are transferred (4 kap. 18 §). The seller reports the planned transfer to the board, and the report is noted in the register with its day.
Hembud
The transfer happens first. Afterwards those the bolagsordning names have a right to buy the shares from the new owner (4 kap. 27 §), who is not entered in the register until it is clear that nobody uses that right (4 kap. 35 §).

Step by step, with hembud

Hembud is the common one in small companies, and the one that changes the order most.

What happensWhat you do in aktiebok.io
01
What happensSeller and buyer sign an agreement, often an aktieöverlåtelseavtal.
In aktiebok.ioNothing yet.
02
What happensThe buyer reports the acquisition to the board as soon as possible, with the price paid and the terms on which the shares may be bought back (4 kap. 30 §).
In aktiebok.ioAdd entry, then Note of the type Hembud notice, dated the day the report reached the board. The law asks for that note in the register (4 kap. 31 §). A note moves no shares.
03
What happensThe company tells everyone who has a right to buy. They have the time the bolagsordning gives, at least one month and at most two, counted from the buyer's report (4 kap. 28 §).
In aktiebok.ioNothing. The seller is still the holder in the register.
04
What happensNobody asks to buy, or the time runs out.
In aktiebok.ioAdd entry, then Transfer: the seller, the buyer, the class and the number of shares, the price per share, the day of the transfer, and the agreement as basis. Tick Hembud is cleared for these shares.
05
What happensOr: someone uses the right, tells the board, and pays for the shares.
In aktiebok.ioA Note with the kind in your own words, such as Hembud claim, dated the day the claim reached the board: the law asks for that note too (4 kap. 32 §). When the shares are paid for, a Transfer from the seller to the one who bought them, with the purchase under hembud as basis and the first buyer named in it. The first buyer is never entered (4 kap. 35 §).

Without förbehåll steps 2, 3 and 5 fall away: the buyer shows the agreement, and you enter the transfer.

With förköp or samtycke the question is settled before the sale. With förköp, the seller's report is entered as a Note the day it reaches the board, and the transfer once nobody has taken up the offer. With samtycke, enter the transfer when the company has consented.

The tick is yours to make

When the shares carry hembud, förköp or samtycke, the form asks you to confirm that it is cleared: offered and declined, consent given, or the time ran out. aktiebok.io cannot know that, so it never ticks the box for you, and a connected AI asks you before it does.

The review then shows which share numbers move, and every holder before and after.

aktiebok.io · Add entry · Transfer
SellerSara Nyström
BuyerJohan Berg
ClassA
Shares5 000
Price per share60,00
Hembud is cleared for these sharesOffered and declined, consent given, or the time ran out. Until then the buyer is not entered.
Shares 70 001–75 000 from Sara to Johan.Add to draft

An example

An example · Blåsippan Robotics AB

Sara Nyström sells 5 000 of her 20 000 A shares to Johan Berg for 60 kr a share. The bolagsordning has hembud.

  • The agreement is signed on 1 March 2027. Johan reports the purchase to the board on 3 March, and a note of the type Hembud notice goes into the register that day.
  • Astrid Lindqvist and Granliden Kapital AB are told, and neither asks to buy within the two months the bolagsordning gives, which end on 3 May.
  • The transfer is then entered, dated 1 March, the day the shares passed to Johan: shares 70 001 to 75 000 move from Sara to him. The register keeps both days, the day of the transfer and the day it was entered.
  • Sara keeps 75 001 to 90 000, with the day she was first entered for them. Johan now holds 35 000 shares.

The same sale, said to a connected AI:

Your AI app
Sara sold 5 000 of her shares to Johan yesterday.
Reading the register and the rules for a transfer ›
I’ve drafted a transfer of 5 000 A shares, numbers 70 001–75 000, from Sara Nyström to Johan Berg. The shares carry hembud: has it been cleared? Review it in aktiebok.io before I confirm.

Gifts, inheritance and the company's own shares

A gift, an inheritance or a division of property is entered as a Transfer with no price, from the giver or the deceased to each new holder. The basis names the deed of gift, the estate distribution or the agreement, and its date.

A förbehåll may still apply. A hembud clause says which kinds of acquisition it covers (4 kap. 28 §), and they often include gifts and inheritance. Read the clause before you enter the new holder.

The company cannot buy its own shares. A private company may not, apart from a few cases the law lists, and an agreement to do it is void (19 kap. 4 §). Shares that are to disappear are cancelled by a decision of the general meeting, an indragning, and that is entered as a Cancellation once Bolagsverket has registered it: see Buying out a co-owner.

Questions that come up

Which share numbers move when part of a holding is sold?
The review shows them before you confirm. To name them yourself, use Choose the share numbers on the form.
What happens to the shares the seller keeps?
They keep their numbers and the day the seller was entered for them. Only the sold shares get a new holder and a new day.
The buyer wants to vote before hembud is settled.
Only if the bolagsordning says so. During that time the buyer has a right to dividend and to subscribe in a new issue. The bolagsordning may say whether the seller or the buyer votes (4 kap. 35 §). The register still shows the seller.
Shares are pledged to a bank.
Enter a Note of the type Pledge on the holder and the shares. It stays open until a later note closes it, and it blocks nothing in the register.
We found a sale that was never entered.
Enter it with the day it happened. If later entries touched the same shares, aktiebok.io tells you before you confirm how many of them it will enter again, in order.

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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