SMP

TAKE A SEAT

Sweden

Typical legal form for start-ups

privat aktiebolag (p.AB.)

Brief information

Swedish start-ups usually choose the form of the p.AB. It offers the advantages of limited shareholder liability, a low minimum share capital requirement of approximately EUR 4,700 (SEK 50,000) and great flexibility in terms of share transfers, capital structure and shelf companies.

A PE/VC Fund may, under certain conditions, supervise its investment through an observer seat.

The bodies of p.AB. are the shareholders' meeting and the Board of Directors. The shareholders' meeting elects the Board of Directors. The latter manages the p.AB. or may appoint General Managers (löpande förvaltningen) and transfer the management-duties to them.
There is no separate supervisory body. However, investors can be granted an observer seat status by contract. The observer may attend meetings of the Board of Directors but has no voting rights.

A PE/VC Fund may in principle accept an observer seat, whereby the contractual structure is decisive in the individual case. The observer may not exercise any influence on the management decisions.
PE/VC Funds may not participate in the Board of Directors.

Other legal form

aktiebolag (AB)

Brief information

The legal form of the AB is unusual in the start-up sector. Conversion into an AB is usually only carried out in preparation for an IPO.

The information in our toolbox provides managers of private equity or venture capital funds with an initial overview of certain framework conditions in the respective country. It does not provide advice on the law of any country, neither does it substitute such advice. Before taking over a board seat in a portfolio company, it is at all times necessary to seek expert advice. Our team is happy to assist you with all questions at any time.

Sources: Wegen/Spahlinger/Barth, Gesellschaftsrecht des Auslands 2. EL Januar 2018