New rules on repurchase and transfer of own shares for Swedish companies listed on multilateral trading facilities

This summer, the Swedish Government published a memorandum (Ds 2025:15) proposing that Swedish limited liability companies with shares traded on a multilateral trading facility (“MTF”) be granted the same possibilities to repurchase and transfer their own shares as companies with shares traded on a regulated market. The proposed changes will affect more than half of all Swedish listed companies and represent a significant step towards harmonising the legal framework across trading venues.

The new rules are proposed to enter into force on 5 December 2026.

Repurchase and transfer of own shares

Whilst the acquisition of own shares is generally prohibited under Swedish company law, an exception has existed since 2000 for companies with shares traded on a regulated marketplace. This exception was introduced to provide such companies with a tool to manage their equity more efficiently and to better accommodate shareholder preferences (e.g., handling of share buyback programmes and the facilitation of employee incentive schemes).

At the time of introduction, the exception was deliberately limited to companies on regulated marketplaces. One stated concern was the risk of abuse in less regulated trading environments with, generally, less mature companies. However, the Swedish capital market landscape has evolved considerably since 2000. Today, more than 600 companies are traded on Swedish MTFs; representing over half of all listed companies in Sweden. This development has prompted a reassessment of the original rationale for the limitation.

The memorandum proposes extending the existing framework to companies with shares traded on MTFs, thereby creating a level playing field regardless of trading venue. The substantive rules governing acquisitions and transfers would remain unchanged, leading to a more coherent framework for the companies and their shareholders.

In relation to acquisition of own shares, such acquisitions may as a general rule amount to a maximum of 10% of all shares in the company and shall be made by way of acquisitions on the MTF, an offer directed to all of the company’s shareholders, or, following approval from the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) on a foreign equivalent to a regulated marketplace.

A transfer of own shares, on the other hand, may be made on the MTF, a foreign equivalent to a regulated marketplace following approval from the Swedish Financial Supervisory Authority, or in other ways, such as implementation of incentive programmes or payments during M&A transactions.

Updated rules on share splits and reverse share splits

Perhaps equally significant are the proposed changes relating to share splits (Sw. uppdelning av aktier) and reverse share splits (Sw. sammanläggning av aktier). Swedish companies may resolve to split or consolidate their shares to achieve a more appropriate number of shares or share price. This is a common tool for companies seeking to make their shares more attractive to investors or to adjust the quota value (Sw. kvotvärde) before a new share issue, as the subscription price generally cannot be set below the quota value.

Under current rules, a resolution on a share split or reverse share split is only valid if consent is obtained from shareholders whose holdings do not result in a whole number of new shares following the split or consolidation. For publicly traded companies with dispersed ownership, obtaining such individual consent is practically impossible.

Companies with shares listed on regulated marketplaces have long benefited from a statutory solution: excess shares are automatically transferred to the company and sold centrally, with the proceeds distributed proportionately to affected shareholders. This mechanism has enabled an efficient implementation of share splits and reverse share splits.

By contrast, companies on MTFs have traditionally had to rely on ad hoc arrangements, typically involving undertakings from major shareholders to compensate affected minority shareholders.

The proposed changes would extend the statutory mechanism to MTF companies, significantly simplifying the process, resulting in lower transaction costs and better foreseeability.

Conclusion

The memorandum was published on 18 June 2025, and by 3 October 2025, 23 consultative bodies (Sw. remissinstanser) had submitted their responses. Of the 15 bodies that commented substantively on the proposals, all were supportive. No consultative body opposed the changes.

Overall, the consultative bodies noted that the new rules harmonised the legal framework, resulting in lower transactional costs and a stronger Swedish capital market. Considering that over 50% of the Swedish companies with their shares listed are traded on a MTF, the new rules will have a huge impact and even if many companies on a MTF will not use the acquisition and transfer of their own shares, it can be foreseen that the easier method of handling share splits and reverse share splits will be very useful.

The proposed changes represent a welcome modernisation of Swedish company law, extending a well-established legal framework to a significant portion of the Swedish listed market. The concerns that originally justified limiting the exception to regulated markets have diminished as MTFs have matured and become subject to robust regulatory oversight.

For companies on MTFs, the proposals offer meaningful new flexibility in capital management. The ability to conduct share buybacks provides an additional tool for optimising capital structure and returning value to shareholders. The streamlined process for share splits and reverse share splits addresses a longstanding practical difficulty and will facilitate more efficient corporate actions.

It should be noted that all acquisitions and transfers of own shares must be reported to the relevant exchange and, in the case of buyback programmes, to the Swedish Financial Supervisory Authority. These transparency requirements ensure appropriate market oversight whilst preserving the flexibility that the new rules are designed to provide.