What is a consent clause?
A consent clause is one of three transfer restrictions that may be written into a Swedish limited company's articles of association. It means a shareholder needs the company's consent in order to transfer their shares to someone else. The rules are set out in Chapter 4 of the Swedish Companies Act.
How it works in practice
A shareholder wishing to sell applies to the company for consent before the transfer is carried out. The decision is made by the board, unless the articles of association state that the matter is for the general meeting. The articles must also state what applies if consent is refused — the company may, for instance, be obliged to designate an alternative buyer. A consent clause may only be used in private limited companies, not in public ones.
How it differs from rights of first refusal and redemption clauses
The three restrictions bite at different points in time. A consent clause is assessed before the transfer and determines whether it may happen at all. A right of first refusal gives existing owners the right to buy the shares ahead of an intended transfer. A redemption clause instead operates afterwards: the shares have already changed hands, and the former owners gain the right to redeem them.