Here you will find more information about what a register of shareholders is, what our different registers of shareholders consist of and what rules and regulations applies to different kinds of limited companies in relation to the register of shareholders.
A register of shareholders is a list that shows who owns shares in the company.
According to the Swedish Companies Act (ABL), all limited companies must have a register of shareholders.
The first version of the register of shareholders must be drawn up at the same time as the company is founded. The register of shareholders must be updated on an ongoing basis with current information about the company's shareholders as soon as there is any change.
The register of shareholders functions as a basis for enabling the company, the shareholders and others to determine the ownership structure in the company.
In a limited company that is not a CSD-registered company (which in other words has not registered its shares at Euroclear Sweden), the register of shareholders must contain information about:
1. each share's number (the shares must be presented in number sequence)
2. the shareholders' name and personal identity number, corporate ID number or other identification number as well as postal address
3. which class each share belongs to (if there are shares of different classes in the company)
4. whether share certificates have been issued
5. where appropriate, if the share is covered by reservation (according to ABL).
See our example of a register of shareholders (in Swedish) for more detailed information on how it can be executed to be accurate and clear
What happens with the company's register of shareholders when the shares are registered at Euroclear Sweden?
Once a company has been affiliated to us, it becomes a CSD-registered company.
A part from a register of shareholders which is kept up-to-date by the company's board of directors, a CSD-registered company's register of shareholders is updated by a central securities repository (CSD) – i.e. Euroclear Sweden. The shares are then registered in securities accounts (known as VP accounts) in our system with information about who owns which shares.
The shares can be registered in the owner's name or be registered with a nominee. In this case, the nominee has information about the shareholder in its system.
In a CSD-registered company, parts of the register of shareholders must be kept available for everyone who wants to have access to it. Please see our page about Public register of shareholders for more information.
Private individuals and legal entities who/which own shares in the company is included in the register of shareholders.
For CSD-registered companies, a distinction is made between registration in the name of the owner and registration in the name of a nominee, i.e. that the shares are either registered in the owner's name or in a nominee's name "in the owner's place".
A shareholding can either be registered in the owner's name (owner-registered) or nominee-registered, i.e. the nominee is registered in the owner's place in the register of shareholders.
With owner-registered holdings, the shares are deposited in a securities account in the owner's name, while nominee-registered holdings are registered in the nominee's name in a nominee account. The nominee, a bank or other securities institute, collects the safe custody clients' holdings in the nominee account.
Nominees keep a register of the shareholders who have their shares registered in the name of a nominee. On request from Euroclear Sweden or the company they provide information about all shareholders and number of shares in. The nominee register is a complement to the register of shareholders and specifies which shareholders own what.
Do you want to register your shares for voting rights prior to a general meeting? Further information can be found on our pages for private individuals
For CSD-registered companies, the register of shareholders is updated on an ongoing basis in connection with all changes in the ownership structure, e.g. when a share is sold or an owner changes address. Limited companies which are not clients of ours must ensure to update the register of shareholders themselves in connection with changes.
The register of shareholders must be maintained for as long as the company is active and must be kept for a minimum of ten years after the company closes down.
Besides the complete register of shareholders, there are a couple of special types of shareholders' registers with specific applications.
The complete register of shareholders contains shareholders who have securities accounts in their own names, as well as the nominee accounts underlying owners.
According to the Swedish Companies Act (ABL), we are, as a central securities depository, obliged to provide information to whoever requests it about everyone who owns 501 or more shares in a particular company. The list of these owners is collected in public registers of shareholders which we publish four times per year.
It is possible to order public registers of shareholders from us for a fee equivalent to the cost of printing and producing the transcription. You can also come to our office and use a computer to search in the register, which is free of charge.
You can find more information on our page about public registers of shareholders.
When a limited company holds a general meeting the board needs a list of all shareholders to be able to see who is entitled to attend and vote at the meeting. The general meeting register of shareholders is produced specifically for the general meeting and is a snapshot of the ownership at the record date before the general meeting. Before record date nominees report to us the underlying shareholders who wish to attend the general meeting.
If you are a client of ours and have questions about the general meeting register of shareholders, you will find further information under the pages for existing clients.