What are the articles of association?
The articles of association (bolagsordning) are the foundational rulebook of a limited company. They are mandatory, registered with Bolagsverket (the Swedish Companies Registration Office) and public. They set the company's framework: its name, registered office, object of business, share-capital limits and number of shares. The articles therefore govern much of how an unlisted company may operate.
What do they contain?
Under the Swedish Companies Act, the articles must state the company name, the board's registered office, the object of business, the minimum and maximum share capital, the number of shares and the financial year. They may also contain special clauses that govern ownership, such as a post-sale purchase right (hembud), a pre-emption clause or a consent clause.
Changing the articles
A change is decided by the general meeting and normally requires a qualified majority — usually at least two-thirds of both the votes cast and the shares represented. The change takes effect only once registered with Bolagsverket. Clauses in the articles are important to read before buying unlisted shares, as they can limit your ability to sell them on.