Here we explain everything about what a share register (in Swedish, aktiebok) is, such as why a company keeps a share register and when a share register must be drawn up.
A share register is a legal document containing information about who the shareholders in a limited company are, and how many shares each party owns. Every limited company must keep a share register; this is a requirement under the Swedish Companies Act (aktiebolagslagen, ABL).
Why keep a share register?
A company keeps a share register to:
- Give a clear overview of the ownership of the company.
- Ensure that shareholders' rights are respected, such as dividends and voting rights at general meetings.
- Serve as legal proof of the company's ownership structure, which matters in disputes and share transfers.
- Contribute to greater transparency for shareholders.
- Ensure that the company complies with laws and rules on company ownership.
When is a share register drawn up?
A share register must exist from the moment the limited company is founded and shares are issued. Once the share register has been drawn up, the company is responsible for continuously updating it with new information about the ownership structure as soon as it changes.
Example of what a share register can look like
A share register must contain information about:
- The shareholder's name and personal identity number or company registration number.
- The shareholders' postal address.
- How many shares each party owns.
- The identification of the shares, particularly where share numbering applies.
- Which class each share belongs to, if the company has several classes of shares.
- The date of entry in the share register when shares are acquired and transferred.
- Whether a share certificate has been issued and, if so, when.
Read more: What is a business angel?
Should you have a digital or a physical share register?
Most limited companies have a digital share register because:
- It is more secure and reduces the risk of documents being mislaid, while it requires secure handling to protect the data.
- It allows easier and faster updates of the ownership information.
- It gives better internal access and makes review and sharing with authorised stakeholders, such as investors and auditors, easier.
Frequently asked questions
How long must the share register be kept up to date?
The share register must be kept up to date for as long as the company is active. When the company is wound up, the share register must be kept for at least 10 years after the dissolution.
When must changes be made to the share register?
Changes to the share register must be made immediately when the ownership structure changes, for example on share transfers or if a shareholder changes address or name.
Which companies must have a share register?
All limited companies must have a share register, including startups registered as limited companies. Companies that are not limited companies do not need a share register.
Must unlisted limited companies have a share register?
Yes, all limited companies, including unlisted ones, must have a share register.
What does it mean if the share register is kept by Euroclear?
When Euroclear keeps the share register, the company's shares are registered electronically in one of Euroclear's systems, which replaces the traditional, manual share register. This is common for listed limited companies but can also be used by larger unlisted companies that want more secure and efficient handling of share ownership. It also enables shareholders to hold their shares in a securities account with, for example, Avanza or Nordnet.
