Business and corporate matters
New share issue in a Swedish limited company
A new share issue allows a Swedish limited company to issue additional shares and raise capital. Our lawyers help companies plan the issue, prepare the required documents and complete the registration process.
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What is a new share issue?
A new share issue means that a limited company issues additional shares in exchange for payment. It may be used to finance investments, strengthen the company’s financial position or bring in new shareholders.
Payment may be made in cash, by setting off a claim against the company or through a contribution in kind. The chosen form of payment affects the documents and supporting evidence required.
The share capital increases only when the new share issue has been registered with the Swedish Companies Registration Office.
Who decides on the share issue?
A new share issue is normally decided by the general meeting. The board may also make the decision under an authorisation from the general meeting or subject to subsequent approval by the general meeting.
Existing shareholders generally have pre-emption rights in proportion to their current shareholdings. In a directed share issue, the shares are instead offered to selected individuals or investors. The grounds for departing from the shareholders’ pre-emption rights must be properly documented.
From resolution to registration
Before proceeding, the company should confirm that its articles of association permit the proposed share capital and number of shares.
The process usually includes:
- adopting the necessary proposal and resolution
- determining the subscription price and other terms
- subscribing and allocating the new shares
- paying for the shares
- registering the issue
- updating the company’s share register.
The board must normally apply for registration within six months of the resolution. The required supporting documents depend on how the resolution was adopted and how the shares are paid for.
How we can help you
We tailor our assistance to the structure of the issue and the stage the company has reached.
Planning the issue and its terms
We help determine the structure, subscription price, form of payment and corporate decisions required.
Resolutions and documentation
We prepare or review proposals, resolutions, minutes, subscription documents and other documents required for the issue.
Directed share issues
We assist with the assessment and documentation required when selected investors are given the right to subscribe for shares.
Registration and follow-up
We assist with the registration documents and review how the issue affects the share register, articles of association and existing corporate agreements.
Get legal assistance with a new share issue
Schedule a 15-minute meeting with a lawyer to review and discuss your situation.
If you need further assistance, we’ll explain your options, how we can assist you, and what it would cost. If you hire us for your case, the cost of the first 15 minutes will be deducted from your final bill.
Talk to a lawyer
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A brief meeting for quick guidance. Get answers to your questions, understand your rights and options, and learn how to move forward.
Need more help? You can also schedule a longer meeting with a lawyer for assistance with a specific task or a more complex situation.
Concerned about the cost? In some cases, part of the cost may be covered by legal expenses insurance or legal aid. We also offer payment plans through Klarna. Learn more about costs and financing →
Get help from our lawyers
Our lawyers can assist throughout the process or with a specific part, such as reviewing the terms, preparing the corporate documents or handling the registration.
Florita Telhaj
Lawyer
Florita specializes in migration law, business law, contract law, and employment law. In addition to Swedish and English, Florita is also fluent in Albanian and Greek.
Matilda Selander Persson
Lawyer
Matilda primarily works with employment law, business law, contract law, family law, and migration law. She speaks Swedish and English.
Farid Laghrissi
Lawyer
Farid assists individuals and businesses with employment law, tenancy law, financial family law, contracts, disputes, and other business and corporate law matters. Farid speaks Swedish, English, Arabic, Darija, and French.
Mirella Nunes Siqueira
Consulting lawyer
Mirella specializes in business law, financial family law, employment law, and consumer law. She speaks Swedish, English, Portuguese, and Spanish.
Ari Arash GN Shali
Consulting lawyer
Ari primarily works with business and civil law matters, contract law, real estate law, construction law, tenancy law, and employment law. Ari speaks Swedish, English, and Persian.
Adib Hosseini
Consulting lawyer
Adib specializes in migration law, business law, competition law, and EU regulations for businesses. He speaks English, Farsi, and Kurdish.
FAQ
Frequently asked questions about new share issue
The general meeting normally adopts the resolution. The board may decide under a prior authorisation or subject to subsequent approval by the general meeting.
It is an issue in which shares are offered to selected individuals or investors instead of all existing shareholders exercising their pre-emption rights.
No. Payment may also be made by setting off a claim or through a contribution in kind, provided that the statutory requirements and terms of the issue are satisfied.
The shares are subscribed and paid for in accordance with the resolution, but the share capital increases only when the issue has been registered.
Let a lawyer contact you
Tell us briefly about your situation, and we’ll get back to you within one business day to schedule a video consultation.