Creating an option pool in a Swedish company

A common question we get is how you issue an option pool in a Swedish company for future employees and other key people. The simple answer is ”you don’t”. But all the same it is possible to create something that has the same effect. The root of the problem is that in a Swedish company […]

How many shares should you have when you start your company?

Most Swedish companies are created with too few shares. It doesn’t cost anything to have more shares from the start, and it makes it easier to raise capital later. In this article we will explain what you should do. A question we often get is how many shares a company should have when you start […]

Are you sure that your share registry is correct?

A problem we sometimes come across when customers come to us from other share registry platforms (or Excel-sheets) is that what the share registry says, and what is registered with Bolagsverket (the Swedish Company Registration Office) is not in sync. What often happens is that the company has planned a share issue, decided on a […]

The debt trap and how to avoid it

When you finance your company with debt, in the form of convertible or regular loans, there is a risk that you will fall into what is called the ”debt trap”: you run out of equity (”aktiekapital”) before you run out of money. It is not be confused with the situation where your debt burden simply […]

The difference between being a board deputy and co-opted to a board meeting

In addition to regular board members there are two other types of persons who may attend board meetings: deputy board members (”styrelsesuppleant”) and people who are co-opted (”adjungerad”) to the board. What is the difference? A board deputy is a person who has been appointed by the shareholders at a shareholders’ meeting. Normally, a deputy […]

How to verify meeting minutes (”vidimera”)

When submitting minutes from a shareholders’ meeting or a board meeting to the Swedish Companies Registration Office, it must be validated (”vidimeras” in Swedish). Validation means certifying that the copy made corresponds to the original. This is therefore different from witnessing, where someone else certifies that they have seen the person sign. Therefore, it is […]

How to change or annul an option agreement

Qualified Employee Stock Options (”QESOs” or ”Kvalificerade Personaloptioner” in Swedish) are a very attractive way of incentivising your employees. But sometimes you need to change an option agreement that you have made with an employee. The reasons could be various: you may discover that you made an error when writing the agreement, or you may […]

When does it make sense to subscribe for shares from warrants?

When you warrants have vested you have the option, but not the obligation to subscribe for shares. Under which circumstances should you do that? Generally, the price which you pay for a share using a warrant, the strike-price, is set at the price per share which is slightly higher than price per share at the […]

Talk about the number of options – not the percentage of the company

We are often asked how you count the number of shares or warrants a person should receive when they have been promised a certain percentage of the company. If the company has 2.5 million shares and someone has been promised ”one per cent of the company” – what does that mean? First we should conclude […]

Can a company own its own shares?

The rules vary depending on if its a private or a public company. Normally a private company can not own its own shares (in Sweden, internationally this varies). The same goes for subsidiaries – a subsidiary may not, in most situations, own shares in its parent company. This is stated in 19 kap i Aktiebolagslagen. […]