What is Euroclear and when should we register there?
Euroclear Sweden is Sweden’s Central Securities Depository (CSD) and part of the Euroclear group, a leading provider of financial infrastructure services across Europe. Euroclear Sweden is responsible for registering and administering Swedish securities such as shares, bonds, and funds. Their services include:
Issuance of new securities
Ownership registration
Clearing and settlement of transactions
Payouts of dividends, interest, and similar events
Euroclear Sweden functions as a central register of securities ownership, facilitating efficient transfer and trading of securities on the market.
If your company is a VPC/recorded company (avstämningsbolag) – meaning it has a record-keeping provision in its Articles of Association – then both the company and its shares must be registered with a Central Securities Depository, in this case Euroclear Sweden. This means Euroclear, not the company, maintains the share register.
In a record-keeping company, shareholders and their holdings are registered directly in Euroclear’s system, which simplifies administration and trading.
How do you register with NVR instead?
First, you need to amend the company’s Articles of Association and become a coupon company (kupongaktiebolag) – a corporate form in which ownership is not electronically registered with a CSD, but instead administered by the company itself or by an appointed administrator.
Steps to switch to NVR:
Hold a general meeting and decide to remove the record-keeping provision from the Articles of Association.
Terminate your agreement with Euroclear.
Agree on a record date and request a full shareholder list from Euroclear.
Send the share register data to NVR, and we’ll take care of the setup.
Why change the Articles of Association and become a coupon company?
Larger or publicly traded companies, where simplified trading is needed, are best suited for Euroclear.
All other types of companies benefit more from being a coupon company and will gain much more from NVR for several reasons:
Simplicity – NVR offers the most popular and user-friendly platform for managing share ledgers. Our system can handle even the most complex ownership structures and history with full traceability.
Lower Cost – NVR is significantly more cost-effective than being registered with Euroclear.
Full Control – As a company, you manage your own share ledger. With NVR, you can register share issues in just a few minutes, while this process might take several days and incur additional costs at a CSD.