A new company's first register, from the day the founders sign.

In short

The register starts before the company is registered. It is set up as soon as all the founders have signed the stiftelseurkund, and the shares they subscribed for are entered at once (ABL 5 kap. 8 §). The company is formed that same day, but it can take on rights and obligations only once Bolagsverket has registered it (2 kap. 4 and 25 §§), which the board must apply for within six months of the signing (2 kap. 22 §).

The first entry is short. Who the founders are, how many shares each subscribed for, and the numbers of those shares, from 1.

It is the board's job from then on (5 kap. 7 §), including in a company with one owner and one board member.

What the founders decide

The first register follows from four things in the stiftelseurkund and the bolagsordning.

The share capital

At least 25 000 kr (1 kap. 5 §). It is registered with the company, and the register shows it from that day.

The number of shares

Any number. The share capital divided by it is the kvotvärde of each share. More shares make it easier to bring in owners later without a split.

Share classes

One class unless the bolagsordning sets out several. A class may carry up to ten times the votes of another.

Förbehåll

Hembud, förköp or samtycke, when the founders want a say over who may become an owner. They are in the bolagsordning and are noted in the register on every share they cover.

Step by step

Each founder needs a name, a personnummer or organisationsnummer, and a postal address: the register must state all three. When a founder owns through a company of their own, that company is the shareholder, not the person.

A ready-made (shelf) company

Many companies are not formed by their owners but bought ready-made, as a shelf company (a lagerbolag), from a supplier who formed it in advance. Then the register already has a history, and it comes with the company.

• The first entry is the supplier's. The supplier formed the company and was its first shareholder, usually with a small round number of shares.
• The second is the sale to you, on the day on the supplier's register sheet.
• What you changed afterwards comes third: a new bolagsordning with other förbehåll, a split into more shares, an issue to a co-founder. Each has its own entry. A split and a changed bolagsordning are dated the day Bolagsverket registered them; an issue is dated the day the shares were allotted, and its registration is filled in on the entry.

The supplier hands over the register as a sheet of paper. Keep it: a register kept on paper is kept in its original form (5 kap. 3 §). Moving it is in Moving a share register.

An example

Questions that come up

I am the only owner. Do I need a register?

Yes. Every limited company must have one (5 kap. 1 §), and a bank or a buyer will ask for it. With one owner it is one line.

Can I keep it in a spreadsheet?

Yes, as long as it holds what the law lists and is kept. There is a free one in A share register template.

Do we have to issue share certificates?

Only if a shareholder asks for one (6 kap. 1 §). Most companies have none, and the register says so.

How many shares should we start with?

The law does not say. A founder who expects to bring in investors or give out options usually wants many shares at a low kvotvärde, so that small holdings are whole numbers.

We started the company a year ago and never made a register.

Then make it now, with the real dates: the formation on the day of the stiftelseurkund, and whatever has happened since. Where the facts are found is in The share register is missing.