A problem we sometimes come across when customers come to us from other share registry platforms (or Excel-sheets) is that what the share registry says, and what is registered with Bolagsverket (the Swedish Company Registration Office) is not in sync. What often happens is that the company has planned a share issue, decided on a valuation, talked to investor and then gotten the money. And then the share registry has been updated. All done then.
Aside from that pesky little detail that the share issue needs to be registered with Bolagsverket within six months. If you miss the deadline, you can still register it by having all investors sign that they stand by their share subscription. If you don’t do that, or if it is more than two years since the decision, then you cannot register it afterwards at all. In that situation, the company simply has less money in equity than it thinks. Instead, the money paid for the unregistered shares is a debt owed to the investors. In such a situation, the company may very have run out of equity and may be obliged to enter liquidation.
Share issue by offset
The way to solve this is that you convert the debt to shares by doing an offset share issue, that is, that the investors pay for new shares by offsetting what is owed them (the money that was paid for the shares that were never registered). The tricky situation here is if the company has been doing worse than expected after the unregistered share issue. The investors who have not received their shares must still approve the offset and if t he valuation of the company has gone down, they may not be so keen on converting to the older, higher price per share.
Even if this problem can be solved, it is much better if it never happens in the first place. You can avoid this by using a share registry which is connected to Bolagsverket and where you easily can see whether or not what is in the share registry corresponds to what is registered with Bolagsverket. StartupTools’ platform does that, and this is one of many advantages of using it, compared to the alternatives. Book a demo today, and we will tell you more!