Register a merger in the share ledger

Questions about mergers often come down to which company is merged into which – or whether it is actually a shareholder that is being merged. Here is a quick guide to the three most common scenarios and how to reflect them in NVR.

What happens?
The company whose share ledger you maintain ceases to exist when the merger is completed. The share ledger must be archived in the state it had at the time of the merger.

How to do it in NVR

Lock the status:
Ensure that all events up to the merger date are registered and that the share ledger is correct as of the merger date.

Export & archive:
Download standard outputs (e.g. PDF/CSV) and archive them according to your routines.

Record closure:
Add a clear closing note/comment about the merger and the date in the company’s “Details”/history field.

Good to keep in mind

Verify that the final ownership structure, number of shares, and any pledges are correctly reflected.

Keep source references (minutes of the general meeting, merger plan, registration with the Swedish Companies Registration Office) together with the share ledger.

What happens?
The owners of the acquired (dissolving) company usually receive consideration in the form of new shares in the acquiring company. In practice, this often means a new share issue in your company.

How to do it in NVR

Register the new share issue:

Enter the resolution, terms (ratio/exchange ratio), subscription amount/consideration (shares as consideration), and merger date.

Create new share holdings for the former owners of the dissolving company according to the issue terms.

History & traceability:

Note the link to the merger in the issue’s memo (e.g. refer to the merger plan and registration date).

If several steps occur on the same day (e.g. split + issue), separate them in chronological order and describe assumptions in the memo.

Good to keep in mind

Reconcile totals (number of shares/quotient value) after the issue.

Reflect any restrictions/agreements (e.g. lock-up, pledges) that transfer with the shareholders from the dissolving company.

What happens?
Here it is not the company whose share ledger you maintain that is merged, but one of its shareholders. The result is a change of ownership: the shareholding moves from the old owner company to the acquiring owner company.

How to do it in NVR

Register the transaction:

Select the event type “Transfer/Change of Ownership” and enter the merger date as the transaction date.

Seller = the dissolving owner company, Buyer = the acquiring owner company.

Transfer the exact number of shares and maintain continuity in the share number intervals.

Notes & sources:

Record that the transfer occurred through a merger, and include decision/registration dates and sources in the event memo.

Good to keep in mind

Any pledges or other rights attached to the holding must be handled and transferred correctly to the new owner.

Treating a change of ownership (Case 3) as a share issue, or vice versa.
Mixing up the merger date with the payment/allocation date.
Failing to document assumptions (e.g. rounding in exchange ratios, consolidation of intervals).
Forgetting to transfer pledges/annotations to the new holder.

Would you like to see how a merger is reflected in your specific share ledger? Book a demo and we’ll go through your case step by step.