What is the difference between hembud and post-sale purchase rights?
In everyday language, hembud is often used as an abbreviation for hembudsförbehåll (post-sale purchase rights clause). Both refer to the same fundamental protection mechanism in unlisted companies, but *hembudsförbehåll* is the formal Swedish name for the clause in the articles of association.
Post-sale purchase rights mean that if shares in the company have *already changed hands* — whether through a sale, gift, inheritance, or division of marital property — the existing shareholders have the right to redeem (buy back) those shares from the new owner.
The difference compared to pre-emption clauses
Many people confuse post-sale purchase clauses with pre-emption clauses, but there is a very important legal and practical difference:
- Pre-emption clauses (förköpsförbehåll) are triggered *before* a transfer. The current owner must first ask the others if they want to buy the shares.
- Post-sale purchase clauses (hembudsförbehåll) are triggered *after* a transfer. The shares have already changed hands, but the other shareholders subsequently get the chance to buy them back.
Why are post-sale purchase rights used?
The purpose of a post-sale purchase right is to protect a closed, closely held company from unwanted owners. The strongest reason for having a post-sale purchase clause in the articles of association is to protect the company and co-founders in the event of more "involuntary" transfers of ownership, such as when a partner dies (inheritance) or divorces (division of property). Without these rights, the remaining owners could suddenly find themselves with heirs or ex-partners as new co-owners. The clause instead forces these parties to sell their shares to the existing owners.