Share register and share certificates
Every limited company must have a share register. If you are a shareholder, you may request that the limited company issue a share certificate for the shares you own. But for central securities depository (CSD) companies, there are different rules. The Swedish Companies Registration Office does not register who shareholders of a limited company are.
The Board of Directors must establish a share register with a list of shares and shareholders. It must be established as soon as all founders have signed the memorandum of association.
In regular limited companies that are not CDS companies, the share register is public and must be made available to the public at the limited company. When a share is sold or when the information in the share register is changed otherwise, the change must immediately be noted in the share register.
The Swedish Companies Registration Office does not register shareholders of a limited company. However, for most kinds of legal entities (including most limited companies), we register the party or parties that ultimately own or control the legal entity, who is the beneficial owner.
The share register must be kept through automatic processing and there may not be any share certificates in paper format.
An important difference is that, for CSD companies, there are limitations with regard to which details from the share register are public.
A share certificate indicates who owns one or more of the limited company’s shares. If you are a shareholder, you may request that the limited company issue a share certificate for the shares you own. A share certificate often represents multiple shares. Share certificates shall be issued to a certain person.
When you transfer a share, you must hand over the share certificate to the buyer. Then you write “Transferred to N.N.” on the share certificate and sign it with your signature.