NVR’s digital share ledger is the market leader with more than 10,000 limited companies and almost 100,000 shareholders. The service facilitates registrations of transactions and issues, preparations for the Annual General Meeting, handling of share certificates and pledges, ownership analysis, reconstruction of lost share registers, and offers automatic monitoring of shareholders’ addresses.
Nordic Securities Depositary (NVR) helps 10,000s of small and medium-sized limited companies to keep a share register online quickly and easily. NVR’s digital share ledger facilitates registrations of transactions and issues, preparations for the Annual General Meeting, handling of share certificates and pledges, ownership analysis, reconstruction of lost share registers, and offers automatic monitoring of shareholders’ addresses. NVR’s digital services are built around our stable platform for digital share books that makes it easy for everyone to do the right thing.
NOTE! A s.k. CapTable is not a stock book. In the case of share registers, both its content and process, ie what it is to contain and how it is to be kept, are regulated by a country’s Swedish Companies Act. By using NVR’s digital share ledger service, we help you with compliance with laws and regulations.
Benefits of a Digital Share Ledger
A single truth shared with the board and owners
Everything happens in real time with full traceability
All shareholders receive a free share depot
Bankid login and encrypted cloud servers
Digital Share ledger
Equity management made simple
NVR’s digital share ledger service is the market leader with more than 10,000 limited companies and almost 100,000 shareholders. The service is available both as a paid version and as a simpler free version.
All new companies that start using NVR’s digital share ledger have a 30-day free trial period, regardless of how many shareholders the company has. In addition, all companies with fewer than 4 shareholders can continue to use NVR’s share ledger completely free of charge.
If you are even more attracted to a simple service that is completely freemium, we can tell you that we also run the service GratisAktiebok.se, which is a simpler version of NVR. Another difference is that you can not count on getting support.
If you instead feel that your company is far too valuable to rely on freemium services and you see a point in having a professional relationship with NVR and Reguity, then we really recommend that you choose to become a customer here at NVR. Our products and services help you in the company’s life cycle from formation to divestment or IPO.
Getting started is easy
To create a digital share ledger in NVR, you must first have a personal user account. You do this by clicking somewhere where it says ”login” or ”get started” on this website. As an administrator, you will then have the right to make all changes to the share register, produce reports, etc.
The first step in the set-up process is to enter the company’s organization number. If we can retrieve the company’s name and address from official sources, this information is retrieved automatically.
If you have chosen to continue the set-up process immediately after activating the account, you will go directly to the first of 3 steps to upload a company’s share register in NVR’s service. There you must state:
- the company’s restricted share capital today
- what types of shares exist today
- how many issued shares there are of each class of shares today
- voting power
- who currently owns which share numbers and dates for entry in the share register. If there are many shareholders, you can import this information using our csv template.
When all shares have an owner, you can review your information before completing the posting process.
If you wish to digitize the entire history in your share register, please read and follow the instructions presented below first.
Complete history is the only right thing to do
In the event that your company’s share register, in one way or another, has been lost or does not meet the legal and formal requirements of the Swedish Companies Act, it is of absolute importance that the share register is recreated or reconstructed. The basic rule says that the only way to do this is to do a so-called complete reconstruction. This means that the complete history of the share register is recreated sequentially from the moment the company was formed, until today’s date. This means that you start the set-up process by registering what it looked like when the company was formed:
- the company’s restricted share capital upon formation
- which types of shares exist at the time of formation
- how many issued shares there are of each class of shares at formation
- voting power
- who owned which share numbers. The date of introduction is then the same as the company’s formation for all company founders.
That is, IF the company was formed as a warehouse company, then it is this information that must be entered.
When the upload process has been completed, all changes (transactions, issues, conversions, etc.) are then registered in chronological order. NVR share register then ensures that all individual shares are numbered correctly and that the formal requirements of the Swedish Companies Act are met.
It is worth noting that the Swedish Companies Act allows the complete history of the share register to go back only 10 years in time IF the company moves from keeping a share register in paper form to keeping it digital, ie. use NVR’s share register. This means a special case where the legal and formal requirements of the Swedish Companies Act would be met, even though the share register does not contain a complete history.
If the company has a long history or if you are above with this type of work, then there may be a point to get help. Feel free to contact NVR, and we can give you a quote!
Process description reconstruction of the share book history:
NVR makes it easy to do the right thing
The first page you access after logging in to NVR is called My Corporate Commitments.
Here you will find the name and organization number of your company. There is also information about your role linked to the company, e.g. administrator of NVR’s share register. If you click on the box labeled ”open the company”, you can either continue the set-up process or administer the share register, perform securities transactions, conduct ownership analysis or perhaps print a document.
On the page my corporate commitments, you also have the opportunity to set up share books for more companies, with yourself as administrator. These will then also be listed on the page my corporate commitments, so that you get a simple and quick overview of the companies for which you administer the share register. This means that NVR’s share register service is very well suited, not only as a tool for an individual entrepreneur, but also as an excellent tool for group parent companies, investment companies, lawyers or accounting consultants who administer share registers for many limited companies.
As an administrator, you also have the opportunity to distribute so-called observer rights, which will then receive your own login information. An observer has the opportunity to see everything, but not change any information.
Once you get started, you will notice that the NVR share book is intuitive and user-friendly in line with the motto – it should be easy to do the right thing!
Change of ownership and other changes
When a shareholder notifies and can clearly prove that the ownership of an individual share or entire shareholding has been transferred from another person, this information is edited by clicking on the tab ”share register events” and the heading ”changes” then select normal transaction. Then follow the self-instructional steps to register the change of ownership.
As soon as the transaction is registered, a settlement note is automatically generated which is available in NVR and in the buyer’s and seller’s depots.
NOTE! It is the shareholder’s responsibility to contact the company and inform about any changes, as it is first and foremost in the individual shareholder’s interest that the company has access to current information.
Other types of changes linked to a transaction, e.g. issuing / canceling share certificates, transferring the right to a dividend to another person, entering notes that must be visible in the share register or registering a pledge, you register quickly and easily via the heading ”other share register events”.
Issues, divisions, home bids and more
Under the heading share register events, an overview of all changes that have taken place in the share register is presented. You have the opportunity to see all events, search for events that have taken place during a specific time period, or choose to only share book events of a special type, such as e.g. only transactions or new issues. On this page you can also see what the share register looked like at any given time, linked to a specific share register event. You also have the opportunity to upload e.g. copies of transaction notes or other documents and link them to a specific event.
All changes in the number of shares issued, class of shares, the company’s share capital, the quota value of the shares and restrictions on the transferability of shares (home bids and reservations) are called corporate events. If you want to implement any of these measures, you can click on the tab ”changes” and then the heading ”corporate events” (from the English ”corporate action”) and then follow simple and clear instructions on when, what / how and which. Corporate events include the following changes:
- Rights issue
- Non-cash issue
- Bonus issue
- Reduction of share capital
- Division (split)
- Merger (reverse split)
- Reclassification of shares
- Home delivery and reservations
Please note that all registered corporate events must be preceded by a resolution at the Annual General Meeting.
Pledge of unlisted shares
A lien is a security right intended to ensure the fulfillment of a claim that the creditor (the lender) has against the debtor (the borrower). Pledge means that the mortgagee has the best legal security for a claim. Other preferential rights may thus give way to the lien, including corporate mortgages and the state’s claim for taxes. In order for the mortgagee to be able to enjoy the security right, however, it is required that the pledge meets the legal requirements for validity. The pledge must achieve a legal effect.
Property protection when pledging shares
In order to obtain substantive protection when mortgaging unlisted shares, there are three different approaches. The first is tradition, which means that a share certificate must be handed over to the person who must have control of the mortgage in order to receive protection under property law. Denunciation is the second and it means that you get substantive protection when you notify the person who holds the share certificates that it is pledged. The last way is to register in the share register and it is used if there is no physical share certificate.
In general, the person who lends an amount against security in a mortgage has a relatively good protection against credit losses. However, a denunciation mortgagee runs a greater risk than a possession mortgagee, as he must rely on the holder of the physical property not disposing of or otherwise disposing of the property. If the pledge is correctly registered and thus prevents the shares from being sold or prevents the issuance of a new share certificate, a registered pledge, i.e. registered in the share register, constitute adequate protection.
Pledge of shares in NVR’s share register online
To pledge an unlisted share that does not have a issued share certificate, this is registered in NVR as an “other event” with information about the mortgagee. After registration, the shareholding is locked and it cannot be transferred to another person without the deposit being deregistered. In this way, the company avoids incorrectly transferring shares that are pledged.