Board portal for Swedish limited companies
A Swedish limited company has formal requirements a generic collaboration tool knows nothing about. Quorum is calculated on the total number of directors, conflicted directors don't count as present, and minutes must be numbered and approved by specific roles. This page covers what those rules mean when choosing a tool.
Updated
Five statutory requirements the tool should handle
| Requirement | Provision | What the tool should do |
|---|---|---|
| All directors must have had the chance to take part and adequate material to decide | Ch. 8 s. 21 | Attach material to the right item and show who has read it, in good time before the meeting |
| Quorum — more than half of the total number of directors | Ch. 8 s. 21 | Count against the total number of directors, not the number invited |
| Conflicted directors don't count as present | Ch. 8 ss. 21 and 23 | Let conflicts be flagged per item and excluded from the quorum count |
| Minutes signed and approved by the right roles | Ch. 8 s. 24 | Route signing to the minute-taker, the chair and the appointed approver |
| Minutes kept in numbered sequence and stored securely | Ch. 8 s. 26 | Number automatically in an unbroken series and surface gaps |
Rules of procedure and CEO instructions — what changed in 2021
Since 1 January 2021, private Swedish limited companies have no statutory requirement to adopt written rules of procedure for the board or written instructions on the division of duties between the board and the CEO. The requirement remains for public limited companies (Ch. 8 ss. 46 a–46 b).
Removing the requirement didn't remove the value. Those documents are still the only place where notice periods and the CEO's spending limits are actually written down. If you're a public company, see board portal for public companies.
General meetings belong here too
A tool that only covers board meetings leaves half the annual cycle untouched. The annual general meeting has hard notice periods — no earlier than six and no later than four weeks before the meeting for an ordinary general meeting — and the notice must reach every owner in the share register.
- Notice with the right period for the type of meeting.
- Voting list tied to the share register, with proxies handled.
- Minutes covering the mandatory items: adoption of the accounts, allocation of profit, discharge from liability.
- Archiving of notice, voting list, proxies and minutes together.
Liability is what makes traceability worth something
The board must continuously assess the company's financial position. That duty is hard to evidence without documentation, and it is precisely what gets examined when liability arises — on capital shortfall, unpaid taxes or a damages claim. A complete, numbered archive where the finances were addressed at every meeting, with the supporting material attached, is the most concrete evidence a board has.
What it costs
Strictboard is 599 SEK per month for full platform access — one plan, no feature tiers, no per-user charge. The auditor and the deputies can be invited without changing the calculation. See pricing.
Vanliga frågor
Does a small company need a board portal?
Not necessarily. With two sets of minutes a year and a single owner, a folder and a routine will do. The value appears once you have external directors, owners beyond the founders, an auditor asking for material, or an ownership change ahead.
Do deputies count towards the quorum?
Yes, when the deputy is serving in place of an ordinary director. Record in the minutes who the deputy is replacing, or the quorum can't be verified afterwards.
Can the board decide without meeting?
Yes — per capsulam, where the material is circulated and signed without a meeting. The minutes must state that the decision was taken per capsulam, and the requirement that all directors had the chance to take part still applies.
See it against your own board year
We walk through a real meeting, its minutes and the archive as they'd look for you.
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