Share register in a limited company – requirements, content and updates

Short answer: Every limited company must have a register of shareholders (share ledger). The board of directors is responsible for ensuring it is maintained correctly and updated when ownership conditions change. The Swedish Companies Registration Office (Bolagsverket) does not register the company's shareholders, so the share ledger is the central record of ownership.

What does the Companies Act say?

Chapter 5 of the Companies Act requires that every limited company has a share ledger. It serves as the basis for shareholders' rights and provides the grounds for assessing ownership conditions. In ordinary private limited companies, the share ledger must contain information such as share numbers, the identity and address of shareholders, and the share class if the company has multiple share classes.

Who is responsible for the share ledger?

The board of directors is responsible for ensuring that the share ledger is established and kept up to date. Therefore, it is not Bolagsverket that maintains a list of the company's shareholders. When shares are sold, the new owner must request to be entered, and the company must process the change without undue delay once the requirements are met.

The share ledger is public in ordinary limited companies

In companies that are not central securities depository (CSD) companies, the share ledger must be kept available at the company. This is easy to overlook in small owner-managed businesses where the document is sometimes only saved in a private folder or with the accounting firm.

What should be documented during a share transfer?

• which shares are changing owners
• the date of the change
• the new owner's identification details and address
• any applicable share class
• a history of previous information in accordance with the statutory archiving requirements

The share ledger should be updated in conjunction with the share transfer agreement, any settlement note, and verification of transfer restrictions in the articles of association.

How long should data be kept?

The share ledger must be preserved for as long as the company exists and for at least ten years after the company is dissolved. If information is removed from a digital share ledger, the removed information must also be preserved for at least ten years.

Common mistakes

• the share ledger has never been established
• shareholders registered with Bolagsverket are confused with the actual share ledger
• share transfers are documented but the share ledger is not updated
• share numbers are missing
• old versions are overwritten without preserving history
• the company cannot present the share ledger upon request

See the Mallbutiken share ledger in Excel, Word, and PDF.

FAQ

Does Bolagsverket register shareholders?

No. Bolagsverket registers items such as ultimate beneficial owners, but not the company's complete register of shareholders.

Can the share ledger be digital?

Yes. The Companies Act allows for digital management, and in ordinary companies, certain other secure forms are also permitted.

Is the share ledger the same thing as a shareholders' agreement?

No. The share ledger shows ownership. The shareholders' agreement regulates the relationship between owners.

This article provides general information and does not replace legal advice.