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Shares in Sweden

Shares introduction

Shares in Sweden – to have a share means that the owner of the share owns a stake in a company. If the share capital is divided into several shares, each share shall represent an equal portion of the share capital. Share certificates may only be issued for a fully paid shares and if the owner is entered into the share register.

Different classes of shares

A very important and fundamental principle is that all shares must come with the same rights. The articles of association may however decide that the company shall have different kinds of shares or that the company may issue such shares. The classes of shares may differ with regard to the right to participate in the profits or assets of the company, or the voting rights. Non-voting shares cannot be issued, but varying voting rights are allowed. A share cannot, however, carry more than ten times the vote of another share.

Transfer of shares

Shares may be transferred freely. The articles of association may however contain clauses that limit the unrestricted transferability such as: pre-emption rights (SW: hembud) clauses, right of first refusal clauses (SW: förköpsrätt) and consent clauses (samtyckes klausul).

Pre-emption rights

A pre-emption right can be put into the articles of association, a shareholders’ agreement or in both. A pre-emption right gives the existing shareholder’s the right to buy shares from any one outside the company who may have aquired the shares.

Right of first refusal

A right of first refusal gives the existing shareholders a right to buy shares from the company before anyone else.

Consent clause

A consent clause means that the shareholders need to consent to selling the shares prior to divestment.

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