Knowledge Bank

The Articles of Association are the company's constitution. Learn what the Swedish Companies Act requires them to contain and how to amend them.

How does a well-functioning board operate in a private limited company? Learn about board responsibilities, meeting structures, minutes, and the role of directors.

A bonus issue increases share capital without the injection of external funds. Learn how it works, why companies do it, and the impact on the share register.

How do you set up a simple budget for your early-stage company? A practical guide to financial management for founders without a finance background.

Business angels invest private capital in early-stage companies. Learn what they look for, how the investment tax credit works, and what to consider as a founder.

A cap table shows who owns what in the company – including shares, options, and convertibles. Learn how to build and maintain an updated cap table.

How is the profit from the sale of shares in an unlisted company taxed? Learn the difference between qualified and non-qualified shares.

A guide to the financing stages for a growth company – from personal funds and business angels to venture capital and private equity.

What should a CEO agreement contain? Learn about salary, bonuses, non-compete clauses, notice periods, and what you should negotiate as a CEO.

What is a close corporation? Learn about the 3:12 rules, qualified shares, and K10 forms – and how the new regulations from 2026 affect you.

How do you value an unlisted company? Learn about DCF, multiple analysis, and net asset valuation – and when to use each method.

What does the compulsory redemption of shares entail? Learn about the 90% rule in the Swedish Companies Act and how the process works – for both majority and minority shareholders.

A consent clause requires board approval before shares can be transferred. Learn how it works and on what grounds the board can refuse a transfer.

A convertible note is a loan that can be converted into shares. Learn how terms like discount, interest, and caps work – and when a convertible is better than an equity round.

What does good corporate governance mean in a private, unlisted company? Learn about board responsibilities, the CEO role, and audit requirement rules.

What is crowdfunding, how does equity crowdfunding work, and what does the EU's ECSP regulation mean for companies looking to raise capital from the public?

Learn the difference between a CSD-registered company (registered with Euroclear) and a non-CSD company – and what it means for your share register.

En genomgång av de nya 3:12-reglerna som trädde i kraft 1 januari 2026 – vad ändras, vem gynnas och vem missgynnas?

Should you finance growth with loans or raise equity? Learn the advantages and disadvantages of debt versus dilution for a private company.

What is dilution and how do you calculate the effect of a new share issue on your ownership? A guide to dilution and anti-dilution protection.

A directed issue targets specific investors, waiving the preferential rights of existing owners. Learn about the statutory requirements and when it is appropriate.

How are dividends taxed in a close corporation? Learn about the threshold amount, the K10 tax form, and how to maximize low-taxed dividends.

The drag-along clause grants the majority owner the right to force the minority to sell during an acquisition. Learn how it works and what protective mechanisms should be in place.

What is examined during a due diligence? Learn what buyers and investors investigate – legal, financial, technical, and equity structure – and how to prepare your company.

QESO (Qualified Employee Stock Options) allows employees to purchase shares without being taxed until the time of sale. Learn which companies and employees qualify.

The share register contains personal data. Learn what GDPR requires from the party acting as data controller for the share register.

What does the Swedish Companies Act require for a general meeting? Learn about notices, agendas, voting, and minute-taking in private companies.

En hembudsklausul ger befintliga ägare rätt att lösa in aktier som sålts till en ny ägare. Lär dig hur klausulen fungerar och vad den innebär i praktiken.

What is an inaugural general meeting and what decisions are made there? A guide to the company's very first shareholder meeting.

How do you attract and retain talent with incentive programs? Learn the difference between warrants, qualified employee stock options (QESO), and synthetic options.

How can a limited company increase its share capital? A guide to rights issues, bonus issues, set-off issues, and issues in kind.

Vilka typer av investerare finns och vad passar ditt bolag bäst? En guide till affärsänglar, VC, private equity, family offices och crowdfunding.

The investor deduction allows individuals to deduct 50% of an investment in unlisted companies against capital income. Learn about the applicable conditions.

Can you hold unlisted shares in an Investment Savings Account (ISK)? No – but there are exceptions. Learn the rules and alternatives.

An issue authorization gives the board the right to resolve on share issues without convening a new general meeting. Learn how it works and what limitations apply.

An issue in kind means that new shares are issued against payment in a form other than cash – e.g., assets, intellectual property, or shares in another company.

What does the liquidation of a limited company entail? Learn the difference between voluntary and compulsory liquidation, and what happens to the shares.

The Memorandum of Association is the fundamental document for forming a limited liability company. Learn what the Swedish Companies Act requires it to contain.

How is a corporate acquisition conducted? Learn the entire process – letter of intent, due diligence, purchase agreement, and closing – for buyers and sellers.

What rights does a minority shareholder have in a private company? Learn about the Swedish Companies Act's minority protection rules regarding information, dividends, and squeeze-outs.

How do you conduct a new share issue step-by-step? Learn about the decision-making process, issue authorization, subscription lists, and requirements from the Companies Office.

How do you value warrants in your unlisted company? An explanation of the Black-Scholes model and its practical application.

What are the tax implications of owning and working in your own private limited company? A guide to the close company rules and how they affect salary, dividends, and divestment.

What does it mean to pledge shares in a private company? Learn how pledge registration works, its impact on the share register, and the risks involved.

What is the difference between pre-money and post-money valuation? Learn how they affect your ownership stake after a new share issue.

What are preferred shares and how does liquidation preference work? Learn what VC investor requirements for preferred shares mean for you as a founder.

What is a private (unlisted) company and how does it differ from a public one? Learn the rules, obligations, and opportunities for private limited companies.

A profit-sharing foundation is a way to share the company's profit with employees via a foundation – without share dilution. Learn how it works.

Put and call options in shareholders' agreements regulate the right to sell or buy shares at a predetermined price. Learn how they work and when they are useful.

What are qualified shares in a closely held company and what are the tax implications? An overview of the rules regarding dividends and capital gains.

What does share redemption entail? Learn when and how an unlisted company can redeem shares from a shareholder, and the rules set by the Companies Act.

What needs to be registered with Bolagsverket? Learn which corporate changes in a limited company require filing and typical processing times.

What applies when a board member has a self-interest in a decision? Learn about conflict of interest rules in the Companies Act and how related-party transactions should be handled.

The right of first refusal gives existing shareholders the right to buy shares before a third party does. Learn how the clause works in shareholder agreements and articles of association.

The SAFE is a popular financing instrument in the US—but how does it work in Sweden? Learn what a SAFE is, how it differs from a convertible, and what to consider.

What is a seed round and what terms can you expect? Learn about round sizing, investor profiles, and what is negotiable.

What is share capital, what is the minimum requirement, and how do you increase or decrease it? A practical guide for owners and founders of private companies.

A share certificate is a physical document representing shares. Since 2010, they are no longer mandatory in Swedish companies, but they still exist.

What is the difference between Class A, Class B, and preference shares? Learn how share classes are used to manage control and dividends in private companies.

What does it mean to subscribe for shares in a new issue? Learn the process – subscription list, payment, allotment, and registration in the share register.

How do you sell shares in a private company? Learn the process – from valuation and shareholders' agreements to registration in the share register.

What is a shareholder contribution and what is the difference between conditional and unconditional? Learn about the tax effects and accounting treatment.

The share register contains personal data and is regulated by GDPR. Learn what applies to companies as data controllers for the shareholder register.

What is a shareholders' agreement and what should it regulate? A guide to the most important private law document for owners of private companies.

What is a shareholding and how is it recorded in the share register? A guide to share ownership, share classes, and shareholder rights in private companies.

Synthetic options provide employees with a cash-based incentive linked to the company's value growth – without granting shares or diluting existing owners.

Tag-along rights give minority shareholders the right to sell their shares at the same price and terms as the majority shareholder during an acquisition. Learn how it works.

What is a term sheet and which points are critical to understand and negotiate? A guide for founders when meeting investors.

What is the K10 form and how do you fill it in? A practical review of threshold amounts, salary-based space, and the new rules from 2026.

The Companies Act requires every limited company to maintain a share register. Learn what must be included, who is responsible, and the consequences of lacking one.

Learn about alternative financing forms beyond bank loans and VC – mezzanine, revenue-based financing, and government loans.

A summary of common transfer restrictions in private companies – lock-up, right of first refusal, consent requirements, and pre-emption rights.

Which methods are used to value a private company? An overview of net asset value, earnings value, and market value and when they are used.

How does a VC fund work? Learn about fund structures, investment criteria, board seats, and what a VC agreement actually contains.

A warrant gives the right to subscribe for new shares in the future at a predetermined price. Learn how warrants work, their taxation, and their management in the share register.

What is a share? Learn about share classes, voting rights, and valuation in private companies – and why the share register is central for every owner.

Withholding tax (coupon tax) is levied on dividends to foreign shareholders in Swedish companies. Learn the rules and how tax treaties affect the rate.