What a share register is, and what the law wants in it.

In short

The share register, aktiebok in Swedish, is the company's own list of its shares and of who owns each one. Every Swedish limited company must have one (ABL 5 kap. 1 §), from the day the founders sign the stiftelseurkund (5 kap. 8 §), whether it has one owner or a hundred.

It has two jobs (5 kap. 1 §). A shareholder's rights against the company rest on it, and it lets the company, the shareholders and everyone else see who owns the company.

The board keeps it. The board is responsible for keeping the register, preserving it and making it available (5 kap. 7 §). No authority has a copy: Bolagsverket registers the company, its share capital and its number of shares, not who owns them.

This guide is about a company that is not an avstämningsbolag: its shares are not registered with a central securities depository, as a listed company's are. In an avstämningsbolag other rules apply.

What it must hold

The law lists what the register of such a company must hold (5 kap. 5 §).

Every share's number

Each share has a number, and the shares are listed in number order. In practice a row covers a run of numbers with the same holder: 1 to 40 000.

The shareholder

Name, a personnummer, organisationsnummer or other id number, and postal address.

The class

Which class each share belongs to, when the company has more than one, such as A and B shares.

Share certificate

Whether an aktiebrev has been issued for the share.

Förbehåll

Whether the share is covered by a clause in the bolagsordning: hembud, förköp, samtycke, conversion or redemption.

The date

Entries and notes are dated, unless the day is clear from other material at hand (5 kap. 9 §).

A few rarer things are entered when they exist: someone who has been left the use of a share, or its dividends, in a will, and a fund's manager in place of the fund's unit holders (5 kap. 6 §).

The law says what the register holds, not what it looks like. No form is prescribed, and a sheet with these columns is a register. There is a free template in A share register template.

What it decides

The register is where the company looks to know who its shareholders are.

• Who may use a shareholder's rights. A buyer of shares cannot use a shareholder's rights against the company until the buyer is entered in the register (4 kap. 37 §).
• Who may take part in a general meeting. The shareholders who are entered in the register on the day of the meeting (7 kap. 2 §).
• Who is paid a dividend and offered new shares. The same rule: the company turns to those the register names. Where the company has issued aktiebrev, whoever presents the certificate is taken to be entitled (4 kap. 38 §).

It does not decide who owns the shares. A sale is made by the agreement between seller and buyer, and the buyer is entered when the purchase is shown to the board (5 kap. 9 §). A register that was never updated makes nobody an owner, and nobody less of one. It only leaves the company unable to tell who its owners are.

What it is not

Five things are often mistaken for the register.

A cap table

The register added up: each owner's total and share of the capital and the votes. A cap table follows from a register and is not in the law. More in The cap table and dilution.

Aktiebrev

A certificate for certain shares, which the company must issue when a shareholder asks for one (6 kap. 1 §). Most companies have none. The register says whether one exists.

A shareholders' agreement

A contract between the owners. It is theirs, it is private, and nothing in it is entered in the register.

Bolagsverket's register

The company register (aktiebolagsregistret) lists the company, its board, its share capital and its number of shares. It does not hold the owners.

The register of beneficial owners

Who ultimately controls the company (verklig huvudman), reported to Bolagsverket. It is a separate filing and does not replace the share register.

An example

Questions that come up

I own the whole company myself. Do I need a share register?

Yes. Every limited company must have one (5 kap. 1 §). With one owner it is one row.

Do other kinds of company have a share register?

No. Of the common forms, only the limited company (aktiebolag) has shares. A trading partnership, a limited partnership and a sole trader have none, and so no share register.

Where do I find my company's share register?

At the company. If nobody knows where it is, it has to be put together again from the company's papers: see The share register is missing.

Is it sent to Bolagsverket or the Swedish Tax Agency?

No. It is not filed anywhere. It is kept at the company and shown to anyone who asks to read it (5 kap. 10 §). Read more: Is the share register public?

What happens if we have none?

Failing to keep a share register, or to keep it available, on purpose or by carelessness, is punishable by a fine or up to a year in prison (30 kap. 1 §). Long before that, a bank, a buyer or an investor asks for it and the company has nothing to show.

How long is it kept?

For as long as the company exists and at least ten years after it is dissolved (5 kap. 3 §).

Does it have to be a book?

No. The law's main rule is a register kept by computer (5 kap. 2 §). More in A digital share register.