--- title: "Knowledge Bank – eAktiebok" description: "Over 60 guides on share registers, share issues, shareholder agreements, options, the 3:12 rules and valuation of Swedish private companies." lang: sv json-ld: | [ { "@context": "https://schema.org", "@type": "CollectionPage", "name": "Knowledge Bank – eAktiebok", "description": "Over 60 guides on share registers, share issues, shareholder agreements, options, the 3:12 rules and valuation of Swedish private companies.", "url": "https://eaktiebok.se/knowledge-bank", "publisher": { "@type": "Organization", "name": "eAktiebok", "url": "https://eaktiebok.se" } }, { "@context": "https://schema.org", "@type": "BreadcrumbList", "itemListElement": [ { "@type": "ListItem", "position": 1, "name": "eAktiebok", "item": "https://eaktiebok.se/" }, { "@type": "ListItem", "position": 2, "name": "Knowledge Bank – eAktiebok", "item": "https://eaktiebok.se/knowledge-bank" } ] } ] --- [e Aktiebok](/) Services Knowledge Capitalization About us [Pricing](/pricing) 🇬🇧 English [040-797 57](tel:+46407975700)[Log in](/login)[Create free account](/register) [](https://www.linkedin.com/company/eaktiebok-se/)[](https://www.instagram.com/eaktiebok)[](https://www.facebook.com/eaktiebok) - [Home](/) - Knowledge Bank – eAktiebok Knowledge Bank # Knowledge Bank Guides and articles about companies, ownership, regulations and everything in between. All (77)Investering (17)Bolag & struktur (20)Ägarskap (8)Handel & transaktion (6)Juridik & avtal (15)Skatt (11) [ ## Articles of Association – requirements and amendments 3 min read The Articles of Association are the company's constitution. Learn what the Swedish Companies Act requires them to contain and how to amend them. ](/kunskapsbank/bolagsordning) [ ## Board Work – A practical guide for unlisted companies 4 min read How does a well-functioning board operate in a private limited company? Learn about board responsibilities, meeting structures, minutes, and the role of directors. ](/kunskapsbank/styrelsearbete-guide) [ ## Bonus Issue – What It Is and Why It Is Conducted 3 min read 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. ](/kunskapsbank/fondemission) [ ## Budgeting Process for Startups – Fundamental Management Accounting 3 min read 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. ](/kunskapsbank/budgetprocess-startups) [ ## Business Angels – What They Are and What They Expect 3 min read 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. ](/kunskapsbank/affarsanglar) [ ## Cap Table – What It Is and Why It Is Critical 3 min read 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. ](/kunskapsbank/cap-table) [ ## Capital Gains Taxation on Unlisted Shares 3 min read How is the profit from the sale of shares in an unlisted company taxed? Learn the difference between qualified and non-qualified shares. ](/kunskapsbank/reavinstbeskattning-onoterade) [ ## Capital Raising – From Bootstrapping to VC 4 min read A guide to the financing stages for a growth company – from personal funds and business angels to venture capital and private equity. ](/kunskapsbank/kapitalforsorjning-guide) [ ## CEO Agreement – What it Should Regulate 3 min read What should a CEO agreement contain? Learn about salary, bonuses, non-compete clauses, notice periods, and what you should negotiate as a CEO. ](/kunskapsbank/vd-avtal) [ ## Close Corporations – Definition and Why it Matters to You as an Owner 4 min read 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. ](/kunskapsbank/famanbolag) [ ## Company Valuation – common methods for private companies 4 min read How do you value an unlisted company? Learn about DCF, multiple analysis, and net asset valuation – and when to use each method. ](/kunskapsbank/bolagsvardering) [ ## Compulsory Redemption (Squeeze-out) – The 90% Rule 3 min read 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. ](/kunskapsbank/tvangsiniosen-squeeze-out) [ ## Consent Clause – Board Approval for Share Transfers 2 min read 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. ](/kunskapsbank/samtyckesklausul) [ ## Convertible Note – How It Works 4 min read 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. ](/kunskapsbank/convertible-konvertibel) [ ## Corporate Governance – Board, CEO, and Audit in Unlisted Companies 4 min read What does good corporate governance mean in a private, unlisted company? Learn about board responsibilities, the CEO role, and audit requirement rules. ](/kunskapsbank/corporate-governance) [ ## Crowdfunding – Grassroots Financing and the ECSP Framework 3 min read 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? ](/kunskapsbank/crowdfunding-grasrotsfinansiering) [ ## CSD companies vs non-CSD companies – what is the difference? 2 min read Learn the difference between a CSD-registered company (registered with Euroclear) and a non-CSD company – and what it means for your share register. ](/kunskapsbank/avstamningsbolag-vs-kupongbolag) [ ## De nya 3:12-reglerna från 2026 – vad ändras och hur påverkas du? 5 min read En genomgång av de nya 3:12-reglerna som trädde i kraft 1 januari 2026 – vad ändras, vem gynnas och vem missgynnas? ](/knowledge-bank/new-312-rules-from-2026) [ ## Debt Financing vs. Equity Capital – Pros and Cons 3 min read Should you finance growth with loans or raise equity? Learn the advantages and disadvantages of debt versus dilution for a private company. ](/kunskapsbank/lanefinansiering-vs-agare) [ ## Dilution – How New Share Issues Affect Your Ownership Stake 3 min read 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. ](/kunskapsbank/utspadning-dilution) [ ## Directed Share Issue – Rules and Process 3 min read A directed issue targets specific investors, waiving the preferential rights of existing owners. Learn about the statutory requirements and when it is appropriate. ](/kunskapsbank/nyemission-riktad) [ ## Dividends in Close Corporations – Threshold Amounts and the 3:12 Rules 4 min read How are dividends taxed in a close corporation? Learn about the threshold amount, the K10 tax form, and how to maximize low-taxed dividends. ](/kunskapsbank/utdelning-famanbolag) [ ## Drag-along Rights – The Majority Owner's Tool 3 min read 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. ](/kunskapsbank/medsaljandeskyldighet-drag-along) [ ## Due Diligence – What a Buyer Investigates and How to Prepare 4 min read 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. ](/kunskapsbank/due-diligence) [ ## Employee Stock Options (QESO) – Tax-Privileged Incentives 4 min read QESO (Qualified Employee Stock Options) allows employees to purchase shares without being taxed until the time of sale. Learn which companies and employees qualify. ](/kunskapsbank/personaloptioner-qeso) [ ## GDPR and the Share Register – Data Controller Liability for Shareholder Data 3 min read The share register contains personal data. Learn what GDPR requires from the party acting as data controller for the share register. ](/kunskapsbank/gdpr-aktiebok) [ ## General Meeting – notice, execution, and minutes 4 min read What does the Swedish Companies Act require for a general meeting? Learn about notices, agendas, voting, and minute-taking in private companies. ](/kunskapsbank/bolagsstamma) [ ## Hembudsklausul – vad det är och hur det triggas 3 min read 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. ](/closely-held-companies) [ ## Inaugural General Meeting – The Company's First Meeting 2 min read What is an inaugural general meeting and what decisions are made there? A guide to the company's very first shareholder meeting. ](/kunskapsbank/konstituerande-stamma) [ ## Incentive Programs – Options, QESOs, and Synthetic Instruments 4 min read How do you attract and retain talent with incentive programs? Learn the difference between warrants, qualified employee stock options (QESO), and synthetic options. ](/kunskapsbank/incitamentsprogram) [ ## Increasing Share Capital – Different Methods and Requirements 3 min read How can a limited company increase its share capital? A guide to rights issues, bonus issues, set-off issues, and issues in kind. ](/kunskapsbank/okning-aktiekapital) [ ## Investerartyper – från affärsängel till buyout 3 min read Vilka typer av investerare finns och vad passar ditt bolag bäst? En guide till affärsänglar, VC, private equity, family offices och crowdfunding. ](/knowledge-bank/for-investors-vs-companies) [ ## Investor Deduction (Chapter 11a IL) – Tax Relief for Investments in Unlisted Companies 3 min read The investor deduction allows individuals to deduct 50% of an investment in unlisted companies against capital income. Learn about the applicable conditions. ](/kunskapsbank/investeraravdrag) [ ## ISK and Unlisted Shares – What Rules Apply? 3 min read Can you hold unlisted shares in an Investment Savings Account (ISK)? No – but there are exceptions. Learn the rules and alternatives. ](/kunskapsbank/isk-onoterade-aktier) [ ## Issue Authorization – What it Entails and How it is Resolved 2 min read 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. ](/kunskapsbank/emissionsbemyndigande) [ ## Issue in kind – shares for non-cash consideration 3 min read 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. ](/kunskapsbank/apportemission) [ ## Liquidation – Voluntary and Involuntary Liquidation of Limited Companies 3 min read What does the liquidation of a limited company entail? Learn the difference between voluntary and compulsory liquidation, and what happens to the shares. ](/kunskapsbank/likvidation) [ ## Memorandum of Association – What to include when forming a company 2 min read The Memorandum of Association is the fundamental document for forming a limited liability company. Learn what the Swedish Companies Act requires it to contain. ](/kunskapsbank/stiftelseurkund) [ ## Mergers & Acquisitions (M&A) – From LOI to Closing 5 min read How is a corporate acquisition conducted? Learn the entire process – letter of intent, due diligence, purchase agreement, and closing – for buyers and sellers. ](/kunskapsbank/foretagsforvarv) [ ## Minority Protection in the Companies Act – Statutory Rights 4 min read 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. ](/kunskapsbank/minoritetsskydd-abl) [ ## New Share Issue – Process, Decision-making, and Registration Requirements 4 min read 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. ](/kunskapsbank/emission-nyemission) [ ## Option Valuation (Black-Scholes) – A Guide for Companies 4 min read How do you value warrants in your unlisted company? An explanation of the Black-Scholes model and its practical application. ](/kunskapsbank/optionsvardering-black-scholes) [ ## Owner-Managed Companies – Tax Rules for Active Owners 3 min read 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. ](/kunskapsbank/agaredda-bolag) [ ## Pledging Shares – Using Shares as Collateral 3 min read 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. ](/kunskapsbank/aktiepantning) [ ## Post-money vs. Pre-money Valuation – What is the Difference? 2 min read What is the difference between pre-money and post-money valuation? Learn how they affect your ownership stake after a new share issue. ](/kunskapsbank/post-money-pre-money) [ ## Preferred Shares – Liquidation Preference and the Impact on Founders 4 min read What are preferred shares and how does liquidation preference work? Learn what VC investor requirements for preferred shares mean for you as a founder. ](/kunskapsbank/preferensaktier) [ ## Private Companies – Definition and Applicable Rules 3 min read 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. ](/kunskapsbank/onoterat-bolag) [ ## Profit-Sharing Foundation – Alternative Incentive Program for Employees 3 min read 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. ](/kunskapsbank/vinstandelsstiftelse) [ ## Put and Call Options in Shareholders' Agreements 3 min read 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. ](/kunskapsbank/saljoptioner-kopsoptioner-put-call) [ ## Qualified Shares – What makes them qualified and what does it mean? 4 min read 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. ](/kunskapsbank/kvalificerade-aktier) [ ## Redemption of Shares – When and How the Company Repurchases Shares 3 min read 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. ](/kunskapsbank/inlosen-aktier) [ ## Registration with the Swedish Companies Registration Office – What to File and Processing Times 3 min read What needs to be registered with Bolagsverket? Learn which corporate changes in a limited company require filing and typical processing times. ](/kunskapsbank/registrering-bolagsverket) [ ## Related Parties and Conflicts of Interest – Board Member Rules 3 min read 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. ](/kunskapsbank/narstaende-intressekonflikter) [ ## Right of First Refusal – How the Clause Works and Why It Exists 3 min read 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. ](/kunskapsbank/forkopsratt) [ ## SAFE (Simple Agreement for Future Equity) – A Founder's Guide 3 min read 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. ](/kunskapsbank/safe-avtal) [ ## Seed Round – Characteristics and Typical Terms 3 min read What is a seed round and what terms can you expect? Learn about round sizing, investor profiles, and what is negotiable. ](/kunskapsbank/seed-runda) [ ## Share Capital – Requirements, Increases, and Reductions 3 min read 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. ](/kunskapsbank/aktiekapital) [ ## Share Certificates – What They Are and When You Need Them 2 min read A share certificate is a physical document representing shares. Since 2010, they are no longer mandatory in Swedish companies, but they still exist. ](/kunskapsbank/aktiebrev) [ ## Share Classes – A, B, C and Preference Shares Explained 3 min read 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. ](/kunskapsbank/aktieklasser) [ ## Share Subscription – The Process in a New Issue 3 min read 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. ](/kunskapsbank/aktieteckning) [ ## Share Transfer – Step-by-Step in a Private Company 4 min read How do you sell shares in a private company? Learn the process – from valuation and shareholders' agreements to registration in the share register. ](/kunskapsbank/aktieoverlatelese) [ ## Shareholder Contributions – Conditional and Unconditional 3 min read What is a shareholder contribution and what is the difference between conditional and unconditional? Learn about the tax effects and accounting treatment. ](/kunskapsbank/agartillskott) [ ## Shareholder Registers and GDPR – Managing Shareholder Personal Data 3 min read The share register contains personal data and is regulated by GDPR. Learn what applies to companies as data controllers for the shareholder register. ](/kunskapsbank/agareregister-gdpr) [ ## Shareholders' Agreement – Why You Need One and What it Should Contain 4 min read What is a shareholders' agreement and what should it regulate? A guide to the most important private law document for owners of private companies. ](/kunskapsbank/agaravtal-aktieagaravtal) [ ## Shareholding – What Does It Mean to Own Shares in a Private Company? 2 min read 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. ](/kunskapsbank/shareholding-agarnandel) [ ## Synthetic Options – Cash incentives without dilution 3 min read Synthetic options provide employees with a cash-based incentive linked to the company's value growth – without granting shares or diluting existing owners. ](/kunskapsbank/syntetiska-optioner) [ ## Tag-along Rights – Minority Protection During Exit 3 min read 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. ](/kunskapsbank/medforsaljningsratt-tag-along) [ ## Term Sheet – What It Is and What to Negotiate 4 min read What is a term sheet and which points are critical to understand and negotiate? A guide for founders when meeting investors. ](/kunskapsbank/term-sheet) [ ## The K10 Form – A Practical Guide for 2026 4 min read 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. ](/kunskapsbank/k10-blankett) [ ## The Share Register – Your Duty as a Board Member 3 min read 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. ](/kunskapsbank/aktiebok-din-skyldighet) [ ## Third-Party Financing – Alternative Financing Forms for Growth Companies 3 min read Learn about alternative financing forms beyond bank loans and VC – mezzanine, revenue-based financing, and government loans. ](/kunskapsbank/tredjepartsfinansiering) [ ## Transfer Restrictions – A Comprehensive Overview 3 min read A summary of common transfer restrictions in private companies – lock-up, right of first refusal, consent requirements, and pre-emption rights. ](/kunskapsbank/overlatelsebegraningsningar) [ ## Valuation Methods for Private Companies 4 min read 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. ](/kunskapsbank/varderingsmetoder-onoterade) [ ## Venture Capital – How VC Funds Operate 4 min read How does a VC fund work? Learn about fund structures, investment criteria, board seats, and what a VC agreement actually contains. ](/kunskapsbank/venture-capital) [ ## Warrants – How they work 4 min read 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. ](/kunskapsbank/teckningsoption) [ ## What is a Share? – A Complete Guide for Owners of Unlisted Companies 3 min read 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. ](/kunskapsbank/aktie) [ ## Withholding Tax on Dividends – Rules for Foreign Shareholders 3 min read Withholding tax (coupon tax) is levied on dividends to foreign shareholders in Swedish companies. Learn the rules and how tax treaties affect the rate. ](/kunskapsbank/kallskatt-utdelning) ## From the blog Deep dives that complement the knowledge bank [ Strategy ### Advisory Board for Business – A Guide How to build an advisory board that strengthens your company's strategy and growth. 8 min read ](/blog/advisory-board-for-business) [ Legal ### Capital Raising and the Dissemination Prohibition – What You as an Entrepreneur Need to Know Raising capital is one of the most exciting – and often most challenging – parts of the entrepreneurial journey. 2 min read ](/blog/capital-raising-dissemination-prohibition) [ Investor Relations ### Challenges in Investor Relations Strengthen shareholder communication and transparency to build better investor relations. 2 min read ](/blog/navigating-challenges-investor-relations) [ Investments ### Unlisted Shares in Capital Insurance: 2024 Guide Learn how holding unlisted shares in capital insurance combines tax efficiency, privacy, and flexible wealth planning. 6 min read ](/blog/unlisted-shares-capital-insurance) [ Legal & Tax ### The New 3:12 Rules – and Why Your Share Register Matters More Than Ever On 1 January 2026, the most far-reaching changes to Sweden's 3:12 rules in decades came into force. What often gets overlooked in the discussion: everything starts in the share register. 4 min read ](/blog/312-rules-share-register-2026) [ Digitization ### Are Electronic Signatures Legally Binding? The digitalization of corporate governance and ownership administration is accelerating. More and more companies are signing agreements electronically — but are e-signatures truly legally binding? 2 min read ](/blog/electronic-signatures-legally-binding) ## Ready to digitize your share register? Get started for free in minutes. No commitment, no hidden fees. [Create share register for free](/register)[Book a demo](/book-a-demo) [e Aktiebok](/) by Alternativa Nordics [Book a demo](/book-a-demo) [Services](/services) - [Administrator access](/services/admin-rights) - [Share custody](/services/share-depot) - [Settlement note](/services/settlement-note) - [Corporate law](/services/corporate-law) - [Notice of general meeting](/services/general-meeting-notice) - [Buy & Sell](/services/buy-sell) - [News service](/services/news-service) - [Board room](/services/boardroom) - [Transaction list](/services/transaction-list) Resources - [Blog](/blog) - [Knowledge Bank](/knowledge-bank) - [About us](/about-us) - [Contact](/contact-us) - [Pricing](/pricing) - [Guide](/register-share-ledger) - [Legal information](/legal) - [About cookies](/about-cookies) - [General terms](/general-conditions-eaktiebok) - [Conflicts of interest](/conflicts-of-interest) - [Credits](/credits) - [Data processing agreement (DPA)](/data-processing-agreement) - [Log in](/login) - [Create free account](/register) - [Complaints](/complaints) From the blog - [Advisory Board for Business – A Guide](/blog/advisory-board-for-business) - [Capital Raising and the Dissemination Prohibition – What You as an Entrepreneur Need to Know](/blog/capital-raising-dissemination-prohibition) - [Challenges in Investor Relations](/blog/navigating-challenges-investor-relations) - [Unlisted Shares in Capital Insurance: 2024 Guide](/blog/unlisted-shares-capital-insurance) - [The New 3:12 Rules – and Why Your Share Register Matters More Than Ever](/blog/312-rules-share-register-2026) - [Are Electronic Signatures Legally Binding?](/blog/electronic-signatures-legally-binding) Contact - [040-797 57](tel:+46407975700) - [info@eaktiebok.se](mailto:info@eaktiebok.se) [](https://www.linkedin.com/company/eaktiebok-se/)[](https://www.instagram.com/eaktiebok)[](https://www.facebook.com/eaktiebok) © 2026 eAktiebok. 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