All Swedish companies must keep a share registry, that is a list of the shareholders. What information should be included is governed by Chapter 5 of the Swedish Companies Act (Aktiebolagslagen). The share registry must contain the following information:
- The share number of each share
- Name, registration number and address for each shareholder
- Share class, if there are multiple share classes
- Whether a share certificate has been issued or not
- Which conditions are applicable for each share (possible conditions include: Conversion, board approval requirement, right of first refusal, post purchase rights and redemption rights)
You can keep the share registry manually, for example in a spreadsheet. However, as soon as you get more than a handful of shareholders and transaction, you are highly likely to make errors. It is especially complex to keep track of the share numbers (which incidentally do not matter unless you have issued share certificates, and which we recommend against issuing if you can avoid it, since they mostly create problems).
In StartupTools’ share registry, which is part of the StartupTools platform, all of the requirements above are fulfilled and it is free of charge for companies with up to 15 shareholders. Using it will make it a lot easier to maintain you share registry.
A special benefit of using StartupTools’ share registry is that it automatically accesses data about the company from the Swedish Company Registration Office, Bolagsverket. This means that you never have to worry about when the company was founded, how many shares there were or when a share issue happened. All the data is gathered from Bolagsverket, which reduces the risk of error.
The board is responsible for the share registry
The board is responsible for keeping the share registry updated. The share registry must be kept at least 10 years after the company has been dissolved.
The company is responsible for personal data in the registry. However, from a GDPR perspective, the share registry is different from other types of databases. Since it is a legal mandate to keep the registry, you do not need the shareholders’ consent to keep their data in the share registry and a shareholder cannot request to be removed from the registry.
The share registry is public informtion
The content of the share registry is public information. But does this mean that anyone can request that you send them a copy of the registry? No. The only requirement is that anyone has the right to get access to the content. If you don’t want to send out a copy of the share registry, you must allow those who want to access the content to come to the company and view it. It is enough for example that you allow people to watch it on screen, so that the person can write down information on a piece of paper. But you are not required to providing printouts or allowing the person to take photographs of the screen.
Registry of beneficial owners
When certain changes are made to the ownership of the company, you need to update who the beneficial owners of the company are. The rules governing this are summarized here, and the purpose is to prevent money laundering. We wanted to be able to update the information automatically every time a change is made that requires an update of the information. However, the way this register is implemented in Sweden makes this impossible. For that reason, you need to update it yourself.
Centralized Securities Depository (CSD)
A small number of Swedish joint stock companies (a little more than 1000 of more than 500,000 companies in total) are connected to a so called Centralized Securities Depository, CSD. This means that the share registry is run by a CSD, which in the case of Sweden means Euroclear (formerly Värdepapperscentralen, VPC). Companies that use a CSD thus do not maintain their registry themselves. Instead, this is done by Euroclear. This is rather expensive, and transfers of shares must be registered by a bank, which make the transaction costs high (often several thousand krona per transaction). Being connected to a CSD is however a prerequisite for going public, so most companies that are connected to a CSD either are listed or are planning to be.