From the date of the decision to issue new shares you have six months to register it with Bolagsverket. That may seem like a long time, but despite this, we have several of our customers who contact us every year to find out what they should do when they have forgotten to register a share issue, or when they have the deadline just a few days off.
Firstly, always try to make sure it does not happen. Always set your own deadline at least two weeks before the real deadline, to allow for your mail to reach Bolagsverket. If you only have a few days left, always start by sending in the registration by email to email@example.com. This is not enough for a complete registration – it still needs to be sent in by paper. But you get a time stamp on the day the email was received, that is, in practice instantaneously. That way, you get some extra time to send in a complete registration by regular mail.
When you know you are late
If you really have passed the deadline, things get more complex. If so, you need a written approval from all investors that they stand by their subscription for shares. We have a template for such a document here. For those investors who do not sign, the money they have transferred to the company now becomes a debt that the company owes them, and which the investor can demand to get back.
If you have a lot of shareholders, for example if you have raised money through a crowdfunding campaign, this can lead to a lot of administrative work, and there is no guarantee that all investors stand by their subscription.
Max two years
You can do a late registration up to two years after the decision. If you pass the two year deadline, it is no longer possible to do. What happens then is that the money becomes a loan that the company owes the investors. If they still want to convert their money into shares, you have to do a new share issue, where you offset the debt against new shares. Failing to do so could be devastating – technically the company could be forced into liquidation because of this, if the equity capital becomes too low.
One would think that passing the two year mark would never happen, since the auditor should discover that the share capital according to the accounting software does not match what is registered with Bolagsverket. Despite this, we have actually encountered this situation.
This is yet another reason to use the StartupTools platform. Since the platform automatically reads data from Bolagsverket you can easily see whether a share issue you think you have registered, actually is registered.