Buying unlisted shares is different from trading on a stock exchange. Here we go through the terms, the trade step by step and what each part means for you.
You own the shares yourself
In your own name – not through a fund, an SPV or a digital token.
Euroclear decides where they are held
Connected company: in your custody account. Not connected: in the company’s share register.
You pay only when the trade goes through
Brokerage fee 3%. Placing or cancelling an order costs nothing.
There are two types of unlisted company: private and public. Both can be bought and sold through Eqvor. The terms describe the company’s legal form under the Swedish Companies Act (aktiebolagslagen) – not whether the share is listed on a stock exchange. The difference is worth knowing, because it can affect parts of the trading process.
Feature
Private limited company (AB)
Public limited company (AB publ)
Company name
No addition
“(publ)” in the name
Minimum share capital
SEK 25,000
SEK 500,000
Listed on a stock exchange
No
No – public refers to the legal form
Reporting
Annual report to the Swedish Companies Registration Office (Bolagsverket). Smaller companies may opt out of having an auditor.
Annual report to Bolagsverket. Always an auditor.
Förköp and hembud
Common
Uncommon, but they occur
Reporting beyond the annual report depends on the company’s size, not its form – the obligation to publish interim reports applies to larger companies. Many unlisted companies still report more often than they have to, especially ahead of a listing. You can see what an individual company publishes on its company page at Eqvor.
The company page in the app
On every company page the form has its own row under The share. The same box shows the Euroclear connection and any restrictions.
How this affects you
The company form says something about how likely it is that the share is subject to förköp or hembud, which can delay the trade. More on that below.
Holding unlisted shares
When you trade unlisted shares through Eqvor, you buy existing shares from another shareholder – so-called secondaries. In other words, they are not newly issued shares from the company.
You own the shares directly, in your own name – not through a fund, an intermediate holding company (SPV) or a digital token. Eqvor only brokers the trade between buyer and seller.
How the shares are held depends on one thing only: whether the company is connected to Euroclear or not. Euroclear Sweden is Sweden’s central securities depository – a national register of who owns which shares. Every limited company, private or public, can connect to it.
If the company is connected, the shares become digital, receive an ISIN and can be held in an ordinary custody account. Companies that are not connected keep their own share register instead, and that is where your ownership is recorded.
Feature
Connected to Euroclear
Not connected to Euroclear
Register of owners
Euroclear Sweden
The company’s own share register, which the company updates itself
ISIN
Yes
No
Custody
An ordinary custody account (e.g. Nordnet or Avanza) – never an ISK, the Swedish investment savings account
No custody account needed – you are entered in the company’s share register
Payment
The payment is transferred to Alpcot, which exchanges it for the shares (DVP)
You pay the seller directly, as set out in the purchase agreement
Delivery
The shares are transferred to your custody account
Proof of entry in the share register, which Eqvor makes sure you receive
The list of shares
In the list the two facts have their own columns: Euroclear shows a tick if the company is connected and a cross if it is not, and Legal form shows whether the company is public or private.
The same facts appear on every company page. The full range is in the list of unlisted shares.
How this affects you
Company connected to Euroclear: you need a custody account. Not connected: no custody account – you are entered in the share register. Direct ownership in both cases.
Purchase rights: förköp and hembud
Some companies have clauses in their articles of association or shareholders’ agreement that give existing shareholders priority when shares change hands. The two most common are a pre-transfer purchase right (förköpsförbehåll) and a post-transfer purchase right (hembudsförbehåll). Every company page states whether the share is subject to one, which of the two applies and how long the period is.
Feature
Förköp (before the transfer)
Hembud (after the transfer)
Found in
Companies with their own share register. In companies connected to Euroclear, förköp can only follow from a shareholders’ agreement – the articles of association may not contain a förköp clause.
Most common in companies with their own share register, but also found in companies connected to Euroclear.
When it is tested
Before the trade is completed
After you have bought
What it means
Existing shareholders are offered the chance to buy the shares on the same terms as you
Existing shareholders have the right to redeem the shares on the same terms as you – afterwards, once the purchase has already been made
Period
Usually 20–30 days. The exact period is specific to each company and is shown on the company page.
Usually 20–30 days. The exact period is specific to each company and is shown on the company page.
The company page in the app
The Restrictions row on the company page tells you which of the two applies to the share and how long the period is. If no restrictions are shown, the shares can be transferred freely.
Two possible outcomes once the period has expired
The right is not used
The shares are yours. With förköp, you are notified and have about 3 banking days to transfer the payment following Eqvor’s instructions. With hembud, you have already paid – you are now entered as the owner in the share register.
The right is used
An existing shareholder takes over the shares. With förköp this happens before payment – you pay nothing. With hembud it happens afterwards, and the redeeming shareholder then pays the amount directly to you.
Selling? Then the outcome does not affect you. Your sale goes through on the same terms whichever of the two happens – the only thing that changes is the counterparty.
How this affects you
You cannot lose money on a purchase right. If someone uses their förköp, there is no trade – you never pay anything. If someone uses their hembud right, you get your money back from the person redeeming the shares. The only thing a purchase right can cost you is time: the trade may take longer or not happen at all.
The order process step by step
From order to shareholder in six steps – we keep you updated through each one.
Choose a share, enter the number and the price, and whether you are buying as a private individual or a company. If the company is connected to Euroclear, you also state which custody account the shares should be delivered to.
The order panel
The order panel is on the company page: private or company, the custody account the shares are going to, and the total amount before you go on to signing.
Minimum order and brokerage fee
The minimum order amount is SEK 50,000. The brokerage fee (courtage) is normally 3 per cent of the value of the trade and is the service’s only fee. It is charged only when the trade goes through – placing or cancelling an order costs nothing, and if there is no trade you pay nothing. You see the exact brokerage fee in kronor in the order agreement before you sign.
With your first order you fill in a know-your-customer form. We are required to collect this information under anti-money laundering legislation, and you only need to provide it once.
You receive an order agreement by email that specifies the share, number, price and brokerage fee. Once you have signed, the order is binding and is shown anonymously on the platform.
Your order is matched with a counterparty and the trade is agreed. We let you know that the order has gone through – only now does payment come into play. If the share is subject to förköp, we wait for the period to expire before the trade moves on.
If the share is subject to förköp
Förköp is tested here, before payment. During the period, an existing shareholder can step into your place and buy the shares on the same terms. If that happens, your order is closed – and since förköp is decided before payment, you have never paid anything. If no one steps in, the trade moves on to payment as usual.
Eqvor handles the process with the company and tells you when the period has expired. If you are selling, you are not affected: the trade goes through on the same terms – the only thing that changes is the counterparty.
How the payment is handled depends on how the company is registered. Only one of these applies to your trade:
Connected to Euroclear
You transfer the payment to Alpcot AB, the securities firm Eqvor works through. The payment instructions and the date of the trade are on the contract note you receive from us. On that date, shares and money change hands at the same time – delivery versus payment (DVP) – so you never let go of your money without receiving the shares at the same moment. Remember to send the note to your bank or securities firm as well, so that the shares can be received in your custody account. The note is also your receipt and your basis for your tax return.
Own share register
You pay the seller directly – the account and the timing are in the purchase agreement you sign. Once the payment has been made, Eqvor makes sure you are entered in the company’s share register and receive proof of the entry.
Connected to Euroclear: the shares are delivered to your custody account. Own share register: you are entered in the company’s share register, and Eqvor makes sure you receive proof of the entry. Done – you are now a shareholder in an unlisted company.
If the share is subject to hembud
Hembud is tested here, after you have paid. During the period, an existing shareholder can redeem the shares on the same terms – the redeeming shareholder then pays the amount directly to you, and the company updates the share register. If no one redeems the shares, you are entered as the owner and the trade is complete. So although you have paid, you are entered in the share register only once the period has expired.
Eqvor monitors the process and tells you when the period has expired – you do not need to do anything. If you are selling, you are not affected: you are done once the transfer has been made, and you have already been paid.
A listing does not change who owns the shares. What can change is where they are held and where they can be traded.
Question
Company connected to Euroclear
Company with its own share register
What happens to the shares
Nothing. They are already in your custody account.
The company contacts you and asks for a custody account. The shares are then transferred there.
Do you need to do anything
No.
Yes – give details of the custody account you want the shares in.
After the listing
The shares get a market price in your custody account.
The same, once the shares have arrived in your custody account.
Eqvor brokers trades in unlisted shares – a listed share is therefore not traded through Eqvor.
How this affects you
The listing affects how a gain is taxed: the day you sell decides which rules apply. More on tax below.
Tax on unlisted shares
This is not advice
Eqvor is neither a tax lawyer nor a tax adviser, and we do not give tax advice. Nothing in this section should be taken as advice, as a recommendation about how to own shares or as a statement of what applies to you.
This section is a simplified, general overview of the main rules of Swedish tax. It is the Swedish Tax Agency (Skatteverket) that decides how your holding is taxed, and the assessment depends on the circumstances of the individual case – so we cannot promise that anything written here applies to your situation.
Speak to a tax lawyer, a tax adviser or Skatteverket before you do the sums on a trade.
Two things determine how a gain is taxed: whether you own privately or through a company, and whether the share is unlisted or listed on the day you sell. The trade date counts – if you sell before the listing, the rules for unlisted shares apply. For tax purposes, First North and Spotlight count as market listings, not just the exchange’s main market.
Event
You own privately
You own through a holding company
Selling unlisted
25%
0%
Selling after a listing
30%
20.6%
Dividend, unlisted
25%
0%
Dividend, listed
30%
20.6%
Taking the money out to yourself
No further tax – the money is yours straight away.
Normally 25% dividend tax when you take it out of the company.
The figures are the main rules, not advice. What actually applies in an individual case is decided by Skatteverket and may differ from the table.
If you own privately
Five sixths of the gain on unlisted shares is taxable – hence the effective 25%. After a listing, the whole gain is taxed. The same logic applies to dividends. The size of your holding makes no difference, and the money is yours straight away after tax.
If you own through a holding company
Unlisted shares count as business-related holdings (näringsbetingade andelar) however small the holding is – gains and dividends are therefore tax-free in the company. After a listing, the exemption applies only if the company owns at least 10% of the votes and has done so continuously for at least one year. Below that threshold, the gain is taxed at the 20.6% corporate tax rate, calculated on the whole gain from the original acquisition cost.
The money stays in the company. You can reinvest it untaxed, but taking it out to yourself normally costs 25% in dividend tax. The holding company therefore defers the tax – it is not a final tax saving.
How this affects you
Selling unlisted rather than listed makes a difference of 5 percentage points when you own privately, and 20.6 percentage points through a holding company with less than 10% of the votes. At the same time, the price before a listing is often lower, and a lock-up can limit your ability to sell afterwards. After the listing, the share can be moved to an ISK, the Swedish investment savings account, but the move counts as a sale and triggers tax. Unlisted shares can never be held in an ISK.
The overview covers passive ownership of non-qualifying shares (okvalificerade andelar) and refers to the rules in August 2026. If you are active in the company, other rules apply (the 3:12 rules). Tax rules change, and it is Skatteverket that applies them and makes the final assessment in each individual case. The information here is general guidance, not advice, and no assurance about the outcome of your trade. It should not be used as the basis for a decision without first checking with someone who knows tax. Eqvor is not responsible for decisions made on the basis of this section.
Frequently asked questions
Do I own the shares myself?
Yes. You own the shares directly, in your own name – not through a fund, an intermediate holding company (SPV) or a digital token. For companies connected to Euroclear, the shares are held in your own custody account. For companies with their own share register, you are entered in the company’s share register in your name and receive proof of the entry. Eqvor brokers the trade between buyer and seller.
Is there a risk that I pay but never receive the shares?
No. For shares registered with Euroclear, settlement follows the principle of delivery versus payment (DVP) through Alpcot AB, a securities firm supervised by the Swedish Financial Supervisory Authority (Finansinspektionen). Shares and payment change hands at the same moment, which eliminates counterparty risk.
For companies with their own share register, the company’s management knows about the transaction and checks the share register. You are told when it is time to transfer the payment, and you receive a confirmation once you have been entered as the owner.
What does it cost to trade?
Placing and cancelling orders is free of charge. The standard brokerage fee (courtage) is 3 per cent of the value of the trade. The brokerage fee is paid only at settlement – that is, when the trade goes through and the shares become yours – and the amount is shown in the order agreement before you sign.
Can I hold unlisted shares in an ISK?
No. Unlisted shares can never be held in an investment savings account (ISK, a Swedish account type). If the company is connected to Euroclear, the shares are held in an ordinary custody account. If the company is not connected, no custody account is needed at all – you are entered in the company’s share register.
What do I do when I want to sell?
The same process, in reverse. You place a sell order instead of a buy order. If the company is connected to Euroclear, the payment goes into the custody account where the shares are held, at the same time as the shares leave it (DVP). For companies with their own share register, you state which account the buyer should transfer the payment to.
Eqvor and Alpcot
Eqvor Securities AB is a tied agent of Alpcot AB, a securities firm supervised by the Swedish Financial Supervisory Authority (Finansinspektionen). Eqvor brokers the trade. Alpcot holds the authorisation and receives the payment in Euroclear trades – holding customers’ money requires authorisation, and that lies with Alpcot.
Companies that keep their own share register fall outside that arrangement: there you pay the seller directly, and Alpcot is not involved.
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