How it works

Settlement works differently depending on whether the unlisted shares are registered with Euroclear or not.

For Euroclear-registered companies, settlement takes place through Alpcot AB with a DVP arrangement (Delivery versus Payment). Delivery of the shares and payment happen simultaneously, which eliminates counterparty risk and ensures a secure transfer of ownership for both buyer and seller.

For companies that are not Euroclear-registered, we instead draw up a purchase agreement between the parties. The buyer transfers the payment according to the agreed terms and we make sure that the share transfer is correctly registered in the company's share register.

In the companies where it is required, we also handle pre-emption and post-transfer purchase right processes under the articles of association or the shareholders' agreement.

How your unlisted shares are held depends on whether the company is connected to Euroclear or not.

If the company is connected to Euroclear, your shares are held in an ordinary securities custody account, for example with Nordnet, Avanza or one of the major banks. The holding is managed within the regular securities system and appears directly in your custody account, just like listed shares.

If the company is not connected to Euroclear, you are instead registered directly in the company's share register. Many companies offer a digital service where you can see your holding; otherwise you receive proof showing how many shares you own.

Whatever the structure, your ownership is formally registered – either through your custody account or directly in the company's share register.

When you invest in unlisted shares, the company can either be Euroclear-registered or not. The difference is about how ownership is administered and registered.

A Euroclear-registered company has its shares connected to the Swedish securities system. Ownership is registered electronically and managed centrally, which means that your shares are held in an ordinary securities custody account.

If the company is not Euroclear-registered, the company instead keeps its own share register. Changes of ownership are then handled by the company or by an external share register administrator, and the shares do not appear in a traditional securities custody account.

So the difference lies in how ownership is administered. Whatever the structure, your ownership is legally valid and correctly registered.

When you trade unlisted shares, a transaction may be subject to a post-transfer purchase right (hembud) or a pre-emption right. It is a common part of the ownership structure in unlisted companies and affects how a transfer is carried out.

A pre-emption right means that existing shareholders have the right to acquire the shares before they are transferred to a new investor. A post-transfer purchase right (hembud) works in a similar way, but usually means that existing shareholders are given the opportunity to redeem the shares after a transfer has taken place, on the same terms as the completed trade.

Every company page clearly states whether the company is subject to post-transfer purchase rights or pre-emption processes, so that as an investor you know which conditions apply before you carry out a trade.

If a transaction is subject to a post-transfer purchase right or pre-emption, we handle the process from start to finish. We are responsible for the communication with the company and make sure that deadlines are met and that the process is documented correctly.