The purpose of the rules concerning home member state is to specify a competent authority for supervision under the regulations in the Transparency Directive. The member state that is the issuer’s home member state is therefore responsible for conducting supervisions pursuant to the provisions of the Transparency Directive.
The provisions concerning home member state can be found in Article 2 of the Transparency Directive. These have been implemented in Sweden through Chapter 1, Sections 7–9b of the Securities Market Act (2007:528) (see below, under the heading Regulations).
The member state that is the issuer's home member state is also the member state that major shareholding notifications are to be reported to (see Major shareholding notifications).
The rules concerning home member state only apply to issuers whose securities are admitted to trading on a regulated market (a stock exchange) within the EEA. Two such regulated markets are operated in Sweden – one by Nasdaq OMX Stockholm AB and the other by Nordic Growth Market NGM AB. However, Sweden can be the home member state for issuers whose securities are admitted to trading on a regulated market in another country within the EEA.
Please note that the term home member state is also included in the prospectus regulation. These provisions which are found in article 2 m in the prospectus regulation differ from the provisions concerning home member state under the Transparency Directive. More about this can be found on the page Prospectuses.
The main rule is that the country in which the company has its registered office is the home member state of a listed issuer. Accordingly, the home member state need not be the country where the company's shares are admitted to trading. It is therefore possible for an issuer to have shares admitted to trading on a stock exchange outside of Sweden (within the EEA) but have Sweden as its home member state. This applies to all companies whose articles of association list a location in Sweden as its registered office.
It is possible for certain other listed issuers to choose home member state, and thus supervisory authority, under the rules in the Transparency Directive. For example, this is the case for issuers that have their registered office outside of the EEA and have securities that are admitted to trading on more than one regulated market in the EEA. Some companies that only have major debt instruments admitted to trading with the EEA are also able to choose home member state under certain circumstances. Issuers that have chosen a home member state may change this under certain circumstances.
An issuer that is permitted to change home member state shall disclose the choice in accordance with certain forms (see more about this below, under the heading Disclosure of home member state by the issuer). Chapter 1, Section 9a of the Securities Market Act states that an issuer who fails to disclose its choice of home member state within the stipulated time may, under certain circumstances, be allocated one or more home member state.
An issuer that chooses a home member state under the provisions of Chapter 1, Sections 8–9a of the Securities Market Act shall disclose this choice. The choice shall be reported to FI and to the competent authorities in the states within the EEA in which the issuer's transferable securities are admitted to trading on a regulated market. This is set out in Chapter 1, Section 9 of the Financial Instruments Trading Act. If the issuer has its registered office within an EEA state other than Sweden, the competent authority in that state shall also be notified of the choice. The rules in Chapter 17 of the Securities Market Act shall be complied with when disclosing the choice.
Disclosure (in a press release) of the choice of Sweden as home member state shall also be reported to FI's stock exchange information database. Specific authorisation is required in order to report information to the stock exchange information database. Further information about how issuers report to the stock exchange information database can be found on the page Reporting.
The following competent authorities shall be notified of the choice of home member state:
The European Securities and Markets Authority (ESMA) has produced a standardised form that is to be used for disclosure of home member state. This form, which has been translated into a number of different languages, can be found at the following link:
Standard form for disclosure of home member state (ESMA)
Use the Swedish or English version for notifying FI of the choice of home member state. Send the form by e-mail to firstname.lastname@example.org.
The major shareholding notifications regulations shall apply to the following companies that do not have their registered office in the EEA (i.e. major shareholding notifications shall be sent to both FI and the issuer). These companies shall also report financial reports and other obligatory information under the Transparency Directive to FI's stock exchange information database (the list is updated continually):
Please note that the obligation, where applicable, to choose home member state, disclose this choice and report information to the competent authorities is that of the issuer. Consequently, the issuer must be well aware of its obligations.
We have compiled the most frequently asked questions and their answers in the document below. Questions concerning reporting to FI's stock exchange information database (e.g. authorisation, forms etc.) can be sent to our Reporting department at email@example.com or +46 8-408 980 37 (weekdays 9–11).
FI is able to answer question, provide information about applicable provisions and give guidance. As a supervisory authority, however, FI is unable to provide advance decisions in individual cases. Consequently, if representatives of the issuer are uncertain about what information must be reported and to which authority, they are recommended to contact a legal adviser who is able to help them make an assessment on the basis of the circumstances that are specific to the issuer in question.
FI's FAQ – home member state under the Transparency Directive (in Swedish)
ESMA's questions and answers (Q&A) on the Transparency Directive, last updated on 9 November 2020
Transparency Directive (EC) 2004/109
Directive (EU) 2013/50 amending the Transparency Directive
Commission Directive (EG) 2007/14 on rules for implementation of the Transparency Directive
Securities Market Act (2007:528) (in Swedish)
Securities Market Regulation (2007:572) (in Swedish)
Regulations governing operations on trading venues (FFFS 2007:17)