When you start a limited company, you have to draft articles of association. This is a legal document that establishes the rules governing the company and its owners. It serves as a framework for your business and makes sure that all shareholders have a shared understanding of how to manage and operate the company. The articles of association are also a public document that you have to register with the Swedish Companies Registration Office (Bolagsverket).
The document form a fundamental part of the company’s legal structure. They contain the key rules for the company’s operations and organization. It’s crucial to draft them carefully, as they regulate everything from the company’s name to how general meetings are conducted. While some points are mandatory by law, there’s also room to include additional provisions that you, as owners, find important.
Key points to include
By law, articles of association have to include certain specific details to be valid. This includes:
- Company name
The registered name of the company. - Registered office
The location of the company’s registered office, clarifying its geographical base. - Description of operations
A description of the type of business activities the company will undertake, outlining the main business area. - Share capital and shares
Specifies the total number of shares, the amount of share capital, and the limits for the share capital, providing essential information about the company’s financing. - Board and auditors
Details the number of board members and alternates, as well as the number of auditors. If the company doesn’t have any auditors, this must also be stated in the articles of association. - Accounting currency
Specifies the currency in which the company’s financial accounts are maintained. - Notice of general meetings
Outlines how to give notice of general meetings, making sure that all shareholders are informed and able to participate. - Fiscal year and accounting method
States the company’s fiscal year and the accounting method used. For larger companies with annual turnover over three million Swedish kronor, the invoice method is mandatory.
Optional additions
Beyond the mandatory information, owners can also include other specific provisions. These could relate to rules for share transfers, conditions for selling the company, liquidity requirements, or other important points that you consider essential for the company’s long-term success. Carefully drafting the articles of association helps ensure that all important issues are regulated in a way that protects the company and its owners.
What we help with regarding articles of association
Legal consultation
We provide legal advice to help you understand all requirements and how best to tailor them to your specific needs and goals.
Drafting the document
We’ll help you draft articles of association and make sure that the document meets all legal requirements and is customized to your company’s unique business and structure.
Review of existing documents
If you already have the necessary documents, we’ll review them to make sure they’re up-to-date and include all necessary provisions.
Get legal help today
Do you need help drafting articles of association? You can always get in contact with our lawyers within just 24 hours when you need quick answers to your questions. Or you can email or call us whenever you need to hire a lawyer for legal assistance.
FAQ about articles of association
Is it possible to amend the articles of association after they’ve been registered?
Yes, you can amend them, but all changes have to be approved at a general meeting and then re-registered with the Swedish Companies Registration Office to be valid.
What happens if we don’t follow the articles of association?
Failure to follow the articles can lead to legal disputes and other issues for the company. Therefore, it’s important that the articles are clear and that all shareholders are aware of their content.
Do all companies need articles of association?
Yes, all limited companies are legally required, and these must be registered with the Swedish Companies Registration Office.
