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Share transfer

What is a share transfer?

A share transfer (aktieöverlåtelse) means ownership of shares passes from one owner to another. It can happen through purchase, gift, inheritance or exchange. For unlisted shares, a transfer for payment is usually governed by a share transfer agreement setting out the price, number of shares and completion date.

Restrictions in the articles and agreements

Unlisted companies often have clauses governing transfers. A post-sale purchase right (hembud) lets existing owners redeem shares after a transfer, and a pre-emption clause gives them the right to buy before an outside party. Always check the articles of association before you buy or sell.

Registering the transfer

For the new owner to gain their rights, the transfer must be registered — either in the company's share register or, in a CSD company, with Euroclear. Only then can the new owner, for example, vote at the meeting and receive dividends.

FAQs

Usually a share transfer agreement stating price, quantity and completion, and that the transfer is registered in the share register or with Euroclear. Also check the articles of association, as a hembud or pre-emption clause can affect the deal.

Not always. The articles of association may contain clauses such as hembud, pre-emption or consent, which limit your right to sell freely. Read the terms before entering into a transfer.

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