How to record a share transfer in the share ledger
When shares are transferred in a Swedish company that is not a central securities depository company, the new owner must be entered in the share ledger without delay once the acquisition has been proved. The company must first take any applicable transfer restrictions into account. This follows from Chapter 5, Section 9 of the Swedish Companies Act.
A practical order of checks
- Check the evidence. Establish which shares were acquired and whether the buyer can prove the acquisition.
- Read the articles of association. Check for consent, pre-emption or post-sale purchase restrictions. These are covered by Chapter 4 of the Act; their effect on a particular transfer depends on the facts.
- Enter the correct details. Once the conditions are met, record the new owner and relevant changes without delay. Date the entry unless the timing is clear elsewhere, as required by Chapter 5, Section 9.
- Preserve traceability. Keep the transfer evidence as part of the company’s records. Information removed from a digitally kept share ledger must be preserved for at least ten years under Chapter 5, Section 3.
Changing a percentage in a separate cap table is not the same as updating the statutory record. Read more about responsibility for the share ledger. In Kvanta’s digital share ledger, you can document the transfer as an ownership event.