Swedish Changelog

24 May 2023

New version of Qualified Employee Stock & Board Options

Main changes:

2.1: It is clarified that the options cannot be transferred. This is because QESOS are not securities (”värdepapper”) but an agreement which cannot be sold (just like you cannot sell your employment agreement).

2.2: The default time to subscribe for shares is extended from 90 days to 1 year.

2.5: the penalty for the company if shares are not delivered are paid not by the company buying the options, but rather through a regular payment. This is made, since we have clarified in 2.1 that the options cannot be bought or sold. This does not affect the amount paid to the employee.

3.1 – 3.7 (old numbering): The terms ”Good Leaver” and ”Bad Leaver” are removed, and the general case is not that you are either a ”leaver” or a ”stayer”. The reason is that Swedish employment law makes it hard to distinguish between a ”real” good leaver and a person who happens to fall under the definition of ”good leaver”, even if the company actively wants to terminate the employment. This means that wether or not a person is designated a good or bad leaver becomes somewhat random, and the distinction is therefore not that meaningful.

3.2 (new): the default is now that nothing vests until 36 months (3 year cliff). It is still possible to set a different cliff and vest after a shorter time, but any vesting before 36 months turns a QESO into a non-QESO without the favourable tax treatment. 

4.1 – 4.6: rewritten to only deal with shares subscribed to from QESOs. This change is a reflection of the fact that options cannot be bought and sold (see above).

5.1-5.3: various changes to the wording; the meaning essentially remains the same.

10: confidentiality extends for five years after the general expiry of the agreement.

11: all of the agreement terminates five years after the last subscription date instead of after ten years.

13: the agreement cannot be transferred at all (before: a transfer required consent by both parties).

Last page: it is now assumed that the document is signed digitally.

20 April 2023

Minor edits to the Loan Agreement published.

28 March 2023

The warrant agreement in the platform has a slight change to section 7.1 so that the sale of warrants in the case of the company being listed is not mandatory, but rather at the discretion of the company. This gives greater flexibility, if the company wishes that the warrants should stay in place, while at the same time retaining the possibility to force a sale if that is deemed to be beneficial. This does not afflict the free documents, since they have a slightly different wording regarding the IPO event.

14 December 2022

A new document for re-confirming share subscription when it has been filed late.

21 October 2022

A new agreement for Redemption of Warrants was added.

20 October 2022

Minor language, comments & formatting updates to the Loan Agreement published.

15 September 2022

Minor formatting updates to the Consulting Agreement published.

12 September 2022

We have added our Consulting Agreement.

27 June 2022

These changes have been made to comply with updates to Employment Protection Act, 1982:80 (Swedish: Lagen om Anställningsskydd, 1982:80) coming into effect on the 29th & 30th of June 2022

Permanent / probationary employment:

  • Title/position no longer optional
  • Added: “The salary is paid monthly to the bank account provided by the Employee”
  • Added specification of how many working hours per week as well as introduced “ordinary working hours”
  • Changed 2.2, no longer generally prohibiting other employments. Now permitted unless harmful in terms of competition or performance.
  • Added: Specification of “mandatory law” under “Termination” as the Employment Protection Act, 1980:82 (Swedish: Lagen om Anställningsskydd, 1980:82)
  • Added: “The Company pays employer’s contributions to the Swedish state covering this employment.”

 

Hourly employment, same as for Permanent /probationary and:

  • Allmän visstid changed to särskild visstid

 

Managing Director, same as for Permanent /probationary and:

  • Introduced that some parts of LAS is applicable to this type of employment

11 May 2022

QESO agreements
  • Updated agreements to conform with new rules as per January 1, 2022
  • Added separate agreement for board members

29 October 2021

Employee Agreements (Permanent/Probationary & Managing Director)
  • Fixed minor typo
  • Adjusted formatting

04 October 2021

Qualified Employee Stock Options (QESO)
  • Minor non-material updates to header & introduction text
  • (For changes related to legal text, see update from 18th of May below)

02 July 2021

Employee Agreements

 
Managing Director & Permanent or Probationary Employment
  • Consistency reassurance clause added
  • Optional clawback of pre-paid vacation added
  • Personal data clause updated
  • Shortened non-competition period from 24 to 18 months as longest recommendation
    (this is a StartupTools Standard update)
  • Built out the comments with more full explanations
 
Permanent or Probationary Employment
  • Merged the previous agreements of “Probationary” vs. “Permanent” employment to one agreement
  • Added probation as optional in the merged agreement

 

Hourly Employment
  • Consistency reassurance clause added
  • Added options for fixed amount of hours per week alt. % of employment
  • Removed “Termination” clause
  • Updated clause regarding personal data
  • Removed non-competition clause
    (this is a StartupTools Standard update)

18 May 2021

TL;DR

Shareholders’ Agreements (SHA), all versions
  • Vesting clause completely rewritten
  • Vesting now less generous to leaving founders
  • Vesting guidelines changed to 3-8 years/5-10 years (with/without investors)
  • Required votes for drag-along changed from 1/2 to 2/3
  • Updated for easier use
 
Term Sheets (TS) & Subscription Agreement (SubA)
  • Updated to comply with new SHA, (TS & SubA)
  • “Existing Shareholders’” removed, (SubA)

 

SWEAT
  • The consultant now invoices quarterly rather than everything initially

 

Updates to The StartupTools Standard

  • Vesting
    • Vesting is now more friendly toward staying founders/shareholders if one founder leaves the company – and conversely more strict on leaving founders
    • The leaving shareholder can keep fewer shares (in case of Bad Leaver) and the unvested shares are sold for a lower value (in case of Good Leaver)
    • Vesting guidelines changed to 3-8 years/5-10 years (with/without investors)
  • A 90% majority can now change the agreement as long as no party is treated disproportionally worse than any other party
  • In case of a future financing round, a qualified majority can force all parties to sign the necessary agreements to make the financing round happen (as long as no party is affected worse than any other party)
  • Required votes for drag-along changed from 1/2 to 2/3
  • Non-Competition clause removed as default for non-permanent employments (Swedish: Allmän visstid)

 

These changes to TheStartupTools Standard has been thoroughly considered and passed the review of multiple trusted advisors within the Startup community. We believe that making these changes will achieve these main objectives:

  • Contribute to keeping the cap-table of startups clean, even through the unfortunate event of losing a founder. Regardless of the reason for the leave. In our experience this is crucial to give the startup the best chance for future growth, in particular after losing a founder (changed vesting)
  • Removing the (minimal) risk of hostage keeping for technicalities. That is when a minor shareholder wants disproportionate influence to consent to obvious minor changes/improvements of the Shareholders’ Agreement which does not change the relationship between the Shareholders (90% majority for changes)
  • Keep The StartupTools Standard relevant through following the development of the market

 

Full Version

Shareholders’ Agreements
  • Released Premium Versions for sale with additional guidance and commentary – webshop
  • Vesting clause is completely rewritten to make it much easier to understand(note: The StartupTools Standard regarding vesting is also updated – see more above)
  • Required votes for drag-along changed from 1/2 to 2/3
  • Some general restructures to make the contracts more easily accessible for all users
  • If liquidation preference is to be used in the Shareholders’ Agreement With VC Lead Investor-version (it is still optional), it is now implemented via real preference shares (previously only a contractual liquidation preference). The other SHA versions does not have an option for liquidation preference
  • Simplified and shortened the veto rights of the lead investor/investor majority/founder majority
  • Investors have a right to transfer their shares within their group
 
Subscription Agreement (SubA)
  • Updated to comply with new SHA
  • Removed “Existing Shareholders” from the agreement, so now only the company, founders and new investors need to sign it
  • Minor updates for readability and bug fixes
 
Term Sheet
  • Adaption to new Shareholders’ Agreement versions
  • Minor replacements of words for clarification
  •  
WISE Convertible
  • Added Confidentiality Clause
  • Minor language changes, nothing material
 
SWEAT
  • The consultant now invoices quarterly rather than everything initially
 
Qualified Employee Stock Options (QESO)
  • A narrower definition of “good leaver” introduced aligning even closer with the relevant Swedish tax law from January 2018
  • Minor non-material updates to language

18 December 2019

  • Launched SWEAT advisor options, which standardizes the expectations and compensation between startups and advisors.

19 December 2018

  • Added WISE convertible. Inspired by Y Combinator’s Safe documents (which have become standard in the U.S.), the WISE mimics a convertible loan, but can never be repaid and has no interest rate, hence it counts as equity (instead of debt) in the balance sheet.
  • Also added a brief introduction to startup funding in general for Swedish startups in particular.
  • Added lots of explanatory comments in the founders’ agreement and the shareholders’ agreements, making them easier to read and understand.
  • Launched this international website StartupTools.org, replacing many local StartupDocs.xx sites. Thanks Victor Ginsburg Müller for the design!

10 May 2018

  • Mainly formatting updates to the shareholders’ agreements. Now it’s much easier to export to other formats.
  • Added a new version of the shareholders’ agreement for companies with investors but no lead investor.

24 April 2018

  • Added guide and documents for the new low-tax qualified employee stock options for startups (“QESO”). Huge thanks to lawyer Ian Slettengren for making this possible.
  • Several updates to the shareholders’ agreements

14 December 2017

23 December 2016

26 January 2016

  • Simplified redemption/vesting clause in employee warrant agreement.

3 December 2015

28 April 2015

  • Added schedule 3 in the subscription agreement, including minutes from general meeting and board meeting.
  • Fixed minor typo in term sheet.
  • Clarification of tax consequences in the guide to stock options.

31 March 2015

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