Shareholder Register – Appendix 1

Sverige

List all shareholders with the number of shares and percentages. Clear link to the main agreement via date reference and ready to be signed by every owner.

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What this appendix does

Appendix 1 is the shareholder register that belongs to the shareholders' agreement. It lists every shareholder with the number of shares, ownership percentage, registration or personal number and contact details, so the main agreement always knows exactly who the parties are.

The register acts as a supplementary document to the share ledger that the company is required to maintain under Chapter 5 of the Swedish Companies Act. It is used in pre-emption procedures, drag-along, due diligence and at every change in the ownership structure.

When do you need Appendix 1?

You need this if…

  • You have just signed or are about to sign a shareholders' agreement and need a formal register
  • The company has acquired new shareholders through an issue, transfer or option exercise
  • You are preparing an investor round or due diligence and need to show a clean ownership picture
  • You want a document to update continuously that mirrors the reality in the share ledger

You probably don't need this if…

  • The company has no shareholders' agreement – then the main agreement is needed first
  • Ownership changes so rarely that the share ledger alone is sufficient as reference

What the appendix contains

The agreement covers the following areas.

Company details and agreement reference

  • The company's full firm name and registration number
  • Date of the main agreement (same as the SHA signing date)
  • Validation of registration number format

Shareholder table

  • Row per individual or legal entity with reg./personal number
  • Number of shares and automatically calculated ownership percentage
  • Check against the company's total number of shares

Updates and archiving

  • Person responsible for updates (name or role)
  • Choice of archiving location – the company or another party
  • Update frequency: immediate, semi-annual or annual

Important to consider

  1. The date of the shareholders' agreement must be exactly the same as the SHA was signed – otherwise the appendix risks being invalidated
  2. The number of shares in the table must match exactly what is registered with the Swedish Companies Registration Office
  3. The percentages must sum to 100% – the system flags discrepancies
  4. Options not yet converted into shares belong in Appendix 2, not here
  5. Immediate updating is strongly recommended so that pre-emption and drag-along function in an urgent transaction

Legal basis

The share ledger is regulated in Chapter 5 of the Swedish Companies Act (2005:551) and is maintained by the company's board. Appendix 1 does not replace the share ledger but is a supplementary document that links the parties of the shareholders' agreement to the formal shareholding.

In a dispute or due diligence, an updated register is often decisive for being able to enforce pre-emption, drag-along or pre-emption pro rata under the main agreement.

Create Appendix 1 and link it to your shareholders' agreement in minutes.

Create Appendix 1

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Common scenarios

New share issue with external investor

After a capital round, Appendix 1 is immediately updated with the new investor, new number of shares and adjusted percentages – so that the SHA's pro-rata rights can be applied correctly next time.

Founder leaves the company

When a founder is subject to a Bad Leaver buy-back, the table is updated with new ownership shares and the history is kept with the agreement for future audit.

Preparation for due diligence

Ahead of an M&A process or larger financing round, Appendix 1 is used as evidence of a clean ownership picture – with contact details for KYC and signatures from all current shareholders.

Frequently asked questions

Does the appendix need to be signed by all shareholders?

Yes. Each row in the shareholder table generates a separate signature block. By signing, each owner confirms that the details are correct as at the stated date.

What happens if I update the table later?

You should create a new version of the appendix on each change and sign again. The person responsible for updates ensures that the latest version is archived with the shareholders' agreement.

Is a digital signature enough?

Yes. An electronic signature with BankID provides automatic timestamping and an auditable log – sufficient as evidence in the vast majority of situations. A paper original is only required if a shareholder expressly requests it.

What should 'archiving location' say?

Select 'The Company' if the register is kept with the board together with other corporate documents – this is most common. Select 'Other location' only if an external party (law firm, auditor or digital share-ledger service) holds the safekeeping mandate.

Create Appendix 1

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