The resolution
The general meeting resolves, or the board does so under an authorisation. A board decision outside that authorisation is not valid.
Decision, subscription list, payments and Bolagsverket — in one guided flow.
New issuances are in development and have not launched yet. Join the waitlist and we will be in touch as soon as the module ships.
Step-by-step from board decision to registered shares.
We're building a guided flow that follows the Swedish Companies Act: notice, agenda, resolution, subscription, payment, Bolagsverket registration.
Auto-syncs with the share register so ownership records are current the moment registration completes.
The choice drives both the majority required at the meeting and who may subscribe.
The default is that existing shareholders have pre-emption rights in proportion to their holding. That protects them from dilution — and departing from it costs more in formalities.
A rights issue can be resolved by simple majority, or by the board under an authorisation. Anyone subscribing for their share is not diluted.
A directed issue departs from pre-emption rights and therefore requires shareholders holding at least two thirds of both the votes cast and the shares represented at the meeting.
An authorisation sets a frame: maximum number of shares, period, and whether pre-emption may be set aside. A board decision outside that frame is not valid — read it word for word before the decision, not after.
If the issue requires the share capital or share count limits in the articles to change, it becomes a meeting where the articles are considered, and the four-week notice period applies instead of the two-week one.
A share issue is a chain where each link must match the one before. The flow is in development; the guide already exists.
The general meeting resolves, or the board does so under an authorisation. A board decision outside that authorisation is not valid.
An issue that departs from pre-emption rights requires two thirds of both the votes cast and the shares represented.
Subscription happens on a list containing the resolution. The terms must be identical to it.
The board allocates according to the principles in the resolution, particularly if the issue is oversubscribed.
The filing must be made within six months of the resolution. Miss the deadline and the resolution lapses.
Only on registration does the share capital increase, and the new owners are entered in the register with a date.
Share issues rarely fail on the deal. They fail on the paperwork.
The terms differ between the resolution and the subscription list. Price, number of shares and subscription period must match word for word.
The limits in the articles do not accommodate the new share capital or share count, and the amendment was forgotten — which also means the four-week notice period applies.
The authorisation does not cover departing from pre-emption rights, but the issue is directed. A board decision outside the authorisation is not valid.
Payment cannot be evidenced: the money went to the wrong account or the documentation is missing at filing.
The six-month deadline from the resolution passed while the paperwork was assembled. The resolution has then lapsed.
No, it is in development. The step-by-step guide and the subscription list template already exist, and they cover the whole chain from resolution to registration.
With an existing authorisation and a small owner base it can take a couple of weeks. If an extraordinary general meeting is needed, add the two- or four-week notice period, plus subscription, payment and processing at the registrar.
The filing must be made within six months of the resolution — one year where the board resolved subject to subsequent approval by the general meeting. Miss it and the resolution lapses.
On registration. Not at the resolution and not on payment. That is why the deadline is what actually kills share issues.
Because pre-emption rights are set aside, it requires shareholders holding at least two thirds of both the votes cast and the shares represented at the meeting. If the board resolves under an authorisation, that authorisation must expressly permit the departure.