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Change of ownership

What is a change of ownership?

A change of ownership (ägarskifte) means the ownership of a company changes hands in whole or in part. It can involve a founder selling, a co-owner being bought out, or the business passing to the next generation or to new investors. For unlisted companies, a change of ownership is often a larger and more planned process than a single share deal.

Common forms of change of ownership

  • External sale — the company is sold to an outside buyer, sometimes as an exit.
  • Internal change — shares pass to employees, co-owners or family members.
  • Gradual change — ownership shifts over time, for example through share transfers in several steps.

What to keep in mind

A change of ownership often triggers clauses in the articles, such as a hembud, and any shareholders' agreement with drag-along and tag-along clauses. Valuation, tax and financing are central questions that often call for advice.

FAQs

A single share deal is a purchase or sale of shares. A change of ownership refers to a broader shift in ownership, often of controlling stakes, and is usually a more planned process with valuation, agreements and tax considerations.

It depends on the agreements. A tag-along clause can give the minority the right to sell on the same terms, while a drag-along clause can force it to sell. Statutory minority protection also applies. Read the shareholders' agreement.

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