The bylaw requirements for a publish Swedish company are listed as follows in accordance with the Swedish Companies Act here.

Measures to be taken upon the formation of a company

Section 3 Upon the formation of a company, the following measures shall be taken:

1. The founders shall prepare a draft memorandum of association pursuant to the provisions of sections 5-10;
2. One or more founders shall subscribe for all shares in the company pursuant to the provisions of section 12;
3. The shares shall be paid for pursuant to the provisions of sections 15-19;
4. The founders shall prepare, date and sign the memorandum of association;
5. The board of directors shall apply for registration of the company pursuant to the provisions of sections 22 and 23.

The time at which the company is deemed formed

Section 4 The company shall be deemed formed when the memorandum of association has been signed by all founders.

Sections 24 and 25 provide that the formation of a company shall lapse where registration does not take place within a particular period of time and that legal capacity shall vest in the company only upon registration of the company.

The memorandum of association

Contents of the memorandum of association

Section 5 In the memorandum of association, the founders shall state:

1. the amount to be paid for each share (the subscription price); and
2. the full name, personal ID number or, in the absence thereof, the date of birth and postal address of members of the board of directors and auditors and, where appropriate, alternate members of the board of directors, alternate auditors and general examiners.

Where appropriate, it shall also be stated whether:

1. subscription for a share may take place subject to a right or obligation to pay for the share in property other than cash;
2. subscription for a share may take place subject to a right or obligation of the company to take over property in exchange for compensation other than shares;
3. subscription for a share may take place subject to other terms and conditions;
4. the company shall reimburse costs incurred in the formation of the company; and
5. any person shall otherwise obtain special rights or benefits from the company.

Such a provision as referred to in the second paragraph shall be reproduced in its entirety in the memorandum of association. The subscription price pursuant to the first paragraph, point 1 may not be less than the quotient value of the share.

Section 6 Only property which is, or may be assumed to be, of value for the operations of the company may constitute such property as referred to in section 5, second paragraph, points 1 and 2 (noncash consideration). An undertaking to perform work or provide services may not be equated with non-cash consideration. The value of non-cash consideration may not be set higher than the actual value to the company.

Section 7 The memorandum of association shall contain a description of the circumstances which may be of significance for an assessment of the provisions referred to in section 5, second paragraph and for an assessment of the value of non- cash consideration. The description shall state the manner in which the value of the non-cash consideration has been determined and the legal and economic circumstances taken into account in conjunction with the valuation. The following information shall be stated specifically:

1. the name, personal ID number or company number and domicile of the person referred to in a provision;
2. the value of the non-cash consideration which is expected to be reported in the balance sheet; and
3. the number of shares in the company or other compensation to be provided in exchange for the non-cash consideration.

Section 8 The memorandum of association shall contain information regarding the maximum estimated amount of the costs for the company’s formation which, pursuant to the memorandum of association, are to be paid by the company. However, information regarding the costs need not be provided where, other than public fees and customary costs for the preparation of the memorandum of association and similar work, no costs are incurred with respect to the company’s formation. Section 28 shall apply to public companies.

Section 9 Where a written agreement has been executed regarding such a provision as referred to in section 5, second paragraph, the agreement or a copy of the agreement shall be appended to the memorandum of association or a reference to the agreement shall be made in the memorandum of association together with information as to where the agreement is available for the share subscribers. The content of any oral agreement shall be reproduced in its entirety in the memorandum of association. Where a business is contributed or taken over, the provisions of the first paragraph regarding written agreements shall also apply to the balance sheets and the profit and loss accounts of the business for the two most recent financial years of the business. Information shall be provided in the memorandum of association regarding the business’ profits or losses during the period thereafter. Where balance sheets and profit and loss accounts have not been prepared for the business, information shall be provided in the memorandum of association regarding the business’ profits or losses during the aforementioned financial years.

Section 10 The memorandum of association shall include articles of association. Provisions regarding the content of the articles of association are set forth in Chapter 3. The effect of erroneous reporting of non- cash consideration, etc.

Section 11 In the event of non-compliance with section 5, third paragraph or sections 7 or 9 with respect to a particular provision in the memorandum of association, such provision shall be invalid as against the company.

Share subscription

Section 12 Subscription for shares shall take place in the memorandum of association. For more information please view the Swedish Companies Act here.

Registration of the company

Registration application

Section 22 The board of directors shall apply for registration of the company in the Companies Register within six months of the signing of the memorandum of association. For more information on registration please view the Swedish Companies Act here.

Special provisions regarding public companies

For information on special provisions including: information in the memorandum of association regarding costs for the formation of the company and deferred non-cash consideration, please view the Swedish Companies Act here.

Articles of association

Content of the articles of association

Mandatory information Section 1 The articles of association of a company shall state:

1. the name of the company;
2. the location in Sweden of the registered office of the company;
3. the objects of the company,;
4. the share capital or, where such may be determined at lower or higher amount without an alteration of the articles of association, the minimum share capital and maximum share capital, whereupon the minimum share capital shall be not less than one- fourth of the maximum share capital;
5. the number of shares or, where a minimum share capital and a maximum share capital are stated in the articles of association, a corresponding minimum and maximum number of shares;
6. the number, or the minimum and maximum number, of members of the board of directors;
7. the number, or the minimum and maximum number, of alternate directors, where such shall be appointed;
8. the number, or the minimum and maximum number, of auditors;
9. the procedure for convening general meetings; and
10. the period of time to be covered by the company’s financial year. Where the number of board members and alternate board members is stated pursuant to first paragraph, points 6 and 7, employee representatives appointed pursuant to the Private Sector Employees (Board Representation) Act (SFS 1987:1245) shall not be included.

Information regarding accounting currency

Section 2 Where the company has euro as its accounting currency, such fact shall be stated in the articles of association. In such case, the articles of association shall also state that the share capital shall be determined in euro. Information regarding the company’s objects

Section 3 Where the company’s operations, in whole or in part, shall have an object other than the generation of profits for distribution to the shareholders, such fact shall be stated in the articles of association. In such case, information shall also be provided regarding the manner in which the company’s profits and retained assets shall be applied upon liquidation of the company. Alterations of the articles of association Entitlement to decide upon alterations of the articles of association

Section 4 Alterations of the articles of association shall be resolved upon by the general meeting. Provisions governing resolutions of the general meeting are set forth in Chapter 7. Notification and execution of resolutions regarding alterations of the articles of association

Section 5 A resolution regarding alterations of the articles of association shall be reported immediately for registration in the Companies Register and, other than in cases referred to in Chapter 27, section 8, may not be effected prior to registration. The Government’s consent to alterations of the articles of association

Section 6 Where, pursuant to any Act or any other statutory instrument or following consent by the Government, a provision has been incorporated into the articles of association pursuant to which another provision in the articles of association may not be altered without the Government having granted consent thereto, the first- mentioned provision may also not be altered without the Government’s consent. Pledgees’ consent to deletion of CSD clause from the articles of association

Section 7 A resolution to alter the articles of association entailing deletion of a CSD clause shall be valid only where all parties holding security interests in the company’s shares have given their written consent to the resolution. Specific provisions upon change in accounting currency

Section 8 A resolution to insert or amend such a provision in the articles of association as referred to in section 2 (resolution regarding change in accounting currency) shall be effective commencing the financial year which begins after the resolution regarding the alteration of the articles of association has been registered.

Section 9 Where the company has adopted a resolution regarding a change in accounting currency, alterations of the information in the articles of association regarding share capital or minimum share capital and maximum share capital shall be deferred until the first ordinary general meeting held after the resolution regarding change in accounting currency has entered into effect.

Section 10 Where the Swedish Companies Registration Office has registered a resolution regarding change in accounting currency, the Office shall, upon the commencement of the immediately following financial year, translate the registered share capital into the new currency. The translation shall be made pursuant to the exchange rate determined by the European Central Bank on the last Swedish banking day of the preceding financial year. The board of directors shall, not later than the first ordinary general meeting held after the resolution has entered into effect, produce proposals for necessary consequential alterations of the provisions of the articles of association regarding the amount of the share capital.

Specific provisions regarding public companies Information regarding company category

Section 11 A public company whose name does not include the word “publikt” shall, in the articles of association, state the designation, (“publ”), after the name. For more information on shares, share register, share certificates, and general meetings please view the Swedish Companies Act here.

Sources

• Establishing a Business in Sweden
• The Swedish Companies Act