Raising capital is one of the most exciting – and often most challenging – parts of the entrepreneurial journey. Whether the financing comes through venture capital firms, business angels, crowdfunding, or from family and friends, there is a common denominator: communicating in the right way is crucial.
Many entrepreneurs don't realize that there are actually legal restrictions on how you may communicate about a capital raise. One of the most central rules is the so-called dissemination prohibition in the Swedish Companies Act.
The dissemination prohibition means that private limited companies are not permitted to approach the general public with offers to invest in the company. This applies regardless of channel – newspaper, website, or social media. It is therefore not allowed to, for example, post detailed updates on LinkedIn about an ongoing share offering, what amounts you want to raise, or at what valuation.
It is fully permitted to approach a limited number of people (maximum 200), communicate with existing shareholders or a small circle of potential investors through private channels, and speak more generally about the company being in a capital raising phase – as long as no specific details are disseminated publicly. The key is to keep communication targeted and controlled, rather than open and broad.
The rules exist to protect both companies and investors. As an entrepreneur, you want to avoid the risk of ending up in a legally uncertain situation, while also building trust with your investors by handling the process correctly. Complying with the dissemination prohibition demonstrates seriousness and professionalism – something that strengthens your position in the capital raise.
Our advice: Be clear about what is communicated publicly and what should take place in private forums. Use the right channels for dialogue with investors. Document and structure the process so that it becomes secure and transparent.
Capital raising is an important part of many company journeys – and it's essential to get it right from the start. If you want to discuss your situation or have questions about how the dissemination prohibition affects you and your company, as well as what alternatives are available, you are warmly welcome to contact us.
