Shares
An affiliation of shares is carried out in several steps:- A record day provision needs to be included in the company’s articles of association. Since an amendment to the articles of association is required, a decision on this must be taken at a general meeting of shareholders
- The board decides when the record day provision is to enter into force
- A registration is made of the record day provision and the date of entry into force at the Swedish Companies Registration Office (Bolagsverket)
Example on wording for record day provision:
"A shareholder or nominee that is included in the register of shareholders on record day and is entered in the CSD register according to chapter 4 of the Financial Instruments Accounts Act (1998:1479) or that is recorded in the CSD register according to Chapter 4, section 18, paragraph one 6-8 of the said Act shall be considered entitled to exercise their rights pursuant to chapter 4, section 39 of the Swedish Companies Act (2005:551)”
Physical certficates
If the company has physical share certificates, these needs to be collected to be cancelled in conjunction with the book-entry account-keeping. In addition, details are required of the shareholders’ VP accounts or custodians. If the company has a pre-emption clause in its articles of association, only VP accounts can be used for account-keeping.
Non-Swedish shares at Euroclear Sweden
The shares of a foreign company may also be affiliated to Euroclear Sweden. It could, for example, be a question of a foreign company merging with a Swedish company, where a Swedish listing and Swedish shareholders should preferably be retained. Prior to each registration of non-Swedish securities, Euroclear Sweden conducts a special investigation of both the company and the legislation of the country in which the company is registered in order to ensure that the registration is possible.
Affiliation of Swedish shares
Phone: +46 (0)8-402 91 14
iss@euroclear.eu
Affiliation of foreign shares
Phone: +46 (0)8-402 91 52
iss@euroclear.eu
