What is an unlisted share?
When people talk about shares, they usually refer to shares listed on major regulated exchanges, such as Nasdaq Stockholm or the New York Stock Exchange. There are also shares that are not listed on any exchange, and these are typically called unlisted shares. For example, it is common for smaller companies not to be listed, but there are also large companies that remain unlisted.
An unlisted share can, just like a listed share, be a so-called common share or a preference share. Common shares are ordinary shares, while preference shares have special conditions attached to them, such as priority for dividends or a predetermined time when the preference share is bought back by the company, known as special redemption.
You can explore traded companies directly on Accumeo.
An unlisted share can be either a common share or a preference share — just like listed shares. Preference shares come with special conditions such as dividend priority.
What is the difference between listed and unlisted shares?
Listed shares are traded on a regulated marketplace and are therefore generally easier to trade compared to unlisted shares. Unlike unlisted companies, listed companies have undergone an extensive review process to be admitted to the exchange.
What is an unlisted company?
An unlisted company is a limited company whose shares are not traded on a stock exchange or any other marketplace. That applies to both private and public limited companies. The suffix "publ" in a Swedish company name means the company may offer its shares to the public, not that the shares are listed. Koenigsegg Automotive AB (publ) is an example of a public limited company whose shares are still unlisted.
Unlisted vs listed shares: a quick comparison
The biggest difference between unlisted and listed shares comes down to where they trade, how quickly you can buy and sell, and how much insight you have into the company. The table below summarizes the key differences.
| Unlisted shares | Listed shares | |
|---|---|---|
| Marketplace | Private, via a platform or broker (e.g. Accumeo) | Regulated exchange (Nasdaq, OMX) |
| Liquidity | Low – can take days to months to trade | High – buy and sell instantly during market hours |
| Pricing | Latest transaction or funding round | Set in real time by the market |
| Disclosure & reporting | Annual report only (Bolagsverket) | Strict rules: quarterly reports and insider regulations |
| Risk & return | Higher risk, but higher potential return | Lower risk, more stable |
| Time horizon | Long, often 5–10 years | Flexible |
| Custody | Securities account or share register – not ISK | ISK, endowment insurance or securities account |
Who should invest in unlisted shares?
Unlisted shares are primarily suited for investors with a longer time horizon and higher risk tolerance. Those with an investment horizon of 5–10 years who see unlisted companies as a natural part of a diversified portfolio can benefit from this asset class.
This type of investment also suits those who want to understand companies in depth, follow their journey closely and contribute both capital and experience. Unlike exchange trading, unlisted investments often provide closer contact with the companies and their founders.
Finally, many investors seek exposure to growth that doesn't correlate with the stock market — and want to spread the risk in their portfolio. Unlisted shares can offer a diversification benefit as a complement to traditional listed holdings.
Unlisted shares are not suitable for investors who need quick liquidity or cannot handle the risk of losing their invested capital.
Risks of unlisted shares
Investments in unlisted companies carry high risk. There is nothing preventing you from trading unlisted shares, but it is important to understand the risks before investing.
The guide to the risks of unlisted shares goes through each risk and how to reduce it.
- Illiquidity — Unlisted shares are not traded on an exchange. It can take weeks or months to find a buyer, and you may need to accept a lower price.
- Risk of capital loss — Many growth companies fail. You can lose your entire investment — never invest money you cannot afford to lose.
- Limited information — Unlisted companies have lower transparency and reporting requirements, making it harder to evaluate their true value.
- Long time horizon — These investments typically require 5–10 years of patience before you can realize returns through an IPO or acquisition.
You should always view unlisted investments as long-term and never invest money you cannot afford to lose.
Checklist before you invest
Go through these points before you buy your first unlisted share:
- Expect your money to be tied up for a long time. It can take several years before you can sell, often not until the company goes public or is acquired.
- Decide how large a share of your portfolio unlisted holdings may make up. Many land somewhere between 5 and 20 percent, depending on risk tolerance and time horizon.
- Spread the risk across several companies and industries instead of betting everything on one company.
- Do your own analysis: read the annual report, understand the business model and be skeptical of overly optimistic forecasts. The due diligence guide shows what to review.
- Never invest money you cannot afford to lose.
New issues and ownership
Sometimes an unlisted company may want to raise new capital and/or change the ownership structure. In connection with this, more shares, existing and/or newly issued, may be offered for a limited period at a fixed price. In such cases, the company often prepares an information memorandum, sometimes in the form of a prospectus, describing the offer and the company.
Via Accumeo you can explore companies with active offerings and participate in new issues directly via the platform.
Buy unlisted shares
Buying unlisted shares means investing in companies before they reach the stock exchange. Unlike listed shares, the purchase takes place outside the regulated market, often via digital platforms like Accumeo, in new share issues, or through direct transactions between investors.
Before buying unlisted shares, you should evaluate the company carefully — review available financial reports, the company's business plan, ownership structure and market potential. Never invest more than you can afford to lose and remember that this is typically a long-term investment.
On Accumeo you can see all traded companies, compare key metrics and read about the companies' operations before investing.
Broker or digital platform?
For a long time, almost all trading in unlisted shares went through brokers, often over the phone. Information was thin and terms varied from deal to deal, which made it hard to judge whether a price was reasonable.
A digital platform instead gathers the decision material in one place: price history, completed funding rounds, shareholder data and standardized terms. Whichever route you take, never let yourself be rushed into a decision. A serious counterparty gives you time to read the material before you sign.
How to buy unlisted shares via Accumeo
From registration to completed transaction, the entire process is digital:
- Create a free account with BankID. It takes about three minutes, and you answer a few questions so we can comply with applicable anti-money-laundering rules.
- Explore the companies on the platform, follow the market and add watchlists.
- Analyze the company you're interested in – review financial reports, business model, ownership and the latest valuation.
- Place a non-binding expression of interest with your desired amount and any conditions, so we can match you with a seller.
- Once a match is found, you sign the customer agreement with BankID. Accumeo handles payment and the transfer of ownership – a commission applies only if the deal closes (typically 1–3%).
US unlisted companies and SPVs
Several of the world's most valuable companies are unlisted, such as OpenAI, Anthropic and Stripe. They are on a different scale from most Swedish unlisted companies, and several of them are valued higher than the largest companies on the Stockholm Stock Exchange. Size doesn't make them risk-free: liquidity is still limited, the valuation is set off-exchange and you are exposed to the dollar.
You won't find these companies in your online broker's order book, because the shares are not traded on any marketplace. Shares are bought on the secondary market instead, where employees, founders and early investors sell parts of their holdings.
How investing through an SPV works
As a private investor you can rarely buy directly into these companies' share registers. The investment is made through an SPV (Special Purpose Vehicle) instead: a company that pools capital from several investors and holds the shares in a single investment. If the company goes public, the SPV's holding converts into listed shares. As for other early owners, a lock-up period of typically around 180 days then often applies before the shares can be sold.
Fees vary widely. In the industry it is common to charge both an annual management fee and a share of the profit, often 2 and 20 percent respectively. Accumeo's SPVs within Strata charge a fee at subscription, with no management fee and no share of the profit. Read more in our guide to SPV investing.
You buy Swedish unlisted shares via Accumeo as a direct owner, unless the company only allows ownership through an SPV.
Sell unlisted shares
Selling unlisted shares can be challenging as there is no centralized exchange with daily prices and constant liquidity. Via Accumeo, you can list your shares for sale and reach qualified buyers registered on the platform.
When selling unlisted shares, you set your own price. Accumeo matches you anonymously with potential buyers. The transaction is completed digitally with BankID signing and ownership transfer is handled seamlessly.
Tax rules for unlisted shares
Capital gains on unlisted shares are taxed at an effective 25 percent in Sweden: five sixths of the gain is taxed as capital income at 30 percent. If you sell at a loss, five sixths of the loss is deductible. Unlisted shares cannot be held in an ISK (investment savings account) but are kept in a regular securities account or in the company's share register.
If you own qualified shares in a closely held company, the so-called 3:12 rules may apply, where part of the profit is taxed as employment income. Always consult a tax advisor or the Swedish Tax Agency for advice tailored to your situation.
Unlisted shares and endowment insurance
In some cases, unlisted shares can be held in an endowment insurance policy, depending on the provider's rules. The advantage is that you don't need to report individual gains and losses — instead, a flat-rate tax is paid. Check with your insurance provider whether unlisted shares are accepted.
Keep in mind that the insurance company owns the shares, so you have no voting rights of your own at the shareholders' meeting, and that the flat-rate tax is paid even in years when the holding does not rise in value.
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