Registers of Shareholders

About Registers of Shareholders

A share register is a list which shows who own shares in a company. The Swedish Companies Act stipulates that all limited companies need to have a share register.

The first version of the share register needs to be established at the same time as the company is founded. The share register must be kept up to date at all times with current information about the company’s shareholders as soon as a change occurs.


Frequently Asked Questions about Register of Shareholders
 

Below are some common questions relating to share registers, what information different share registers contain and what rules and provisions apply to different types of share registers.

What is a register of shareholders used for?

A share register is a key document which allows the company, its shareholders and others to identify the ownership conditions of the company.

What does the register of shareholders contain?

In the case of a limited company which is not a VPC-registered company (meaning they have not registered their shares with Euroclear Sweden), the share register needs to contain the following:

  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).
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.

How long must a register of shareholders be kept updated?

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.

When does the register of shareholders need to be updated?

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.

Which types of registers of shareholders are there for CSD-registered companies?

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.
 

Public register of shareholders

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. Euroclear Sweden does not currently permit visitors in the office. To access public shareholders register please contact clear_settle@euroclear.com or call 08-402 9150.

You can find more information on our page about public registers of shareholders.

General meeting register 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.

Which types of owners are included in a register of shareholders?

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".

Owner-registered and nominee-registered shares

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

General meeting register 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.

What is a 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.

How to order a Public Register of Shareholders?

It is possible to order public registers of shareholders from us for a fee equivalent to the cost of printing and us producing the transcription..

Read more on Public registers of shareholders.


 

Contact us


If you have any questions, please contact us at: issuerorder.vpc@euroclear.com

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