1. Reservations are registered
You may add optional clauses for provisions to the articles of association, so-called reservations, regarding the shares and the share capital.
2. Deviation of the voting right
The fundamental rule is that a shareholder may vote for all the shares that he or she represents - without any limitations of the voting right. If anything else is to apply, this must be governed by the articles of association.
3. Post-sale purchase right clause
A provision regarding 'prior option of purchase' implies that the person who has just bought a share in certain cases must offer (to those having the right of first refusal) other shareholders to purchase (pre-empt) the shares, which he or she has just become the owner of.
4. Disputes resolved by arbitrators
You may include a clause, which provides that disputes arising between the company and the board, a board member, the managing director, the liquidator or a shareholder must be resolved by arbitrators.
5. Majority of votes
This clause provides that certain decisions at the shareholders´ meeting must be taken with a larger majority of the votes than required by law.
6. Record day provision clause
A 'record day provision' means that the company signs a contract with central securities depository in the EEA. The share register can also be held by a central security center within or outside the EEA.
7. Preferential right
Normally, shareholders have preferential rights to warrants in relation to the number of shares they own. This applies if the warrants are paid with money or by way of set-off.
8. Right of first refusal clause
You may limit the right of free transfer of the shares by including a right of first refusal clause. This gives previous shareholders or someone else a preferential right to buy shares, which are to be transferred.
9. Consent clause
You may limit the right of free transfer of the shares by including a consent clause. This means that the board or the shareholders´ meeting must give its consent, i.e. its approval, before a share may be transferred to a new owner.
10. Regulation in the articles of association not to have an auditor
Certain private limited companies may choose not to register an auditor. In that case they need a clause about this in the articles of association. This only refers to small companies. The limited companies which do not meet at least two of the following criteria for each of the two latest financial years may choose not to have an auditor:
• more than 3 employees (as an average)
• a balance sheet total of more than 1,5 million SEK
• a net turnover of more than 3 million kronor.
11. Share conversion clause
If the company has several different classes of shares, you may provide that certain class of shares may be converted to another class of shares already registered, on request of the shareholder. The reservation clause may also imply that certain shares shall be converted if a specified occurrence arises or under special conditions.
12. Reduction and redemption clause
If the company is to reduce the share capital, you may by this provision in advance clarify which shares are to be redeemed, what the amount should be and how to estimate the amount.
13. Liquidation clause
This clause provides that the company must go into liquidation if a certain occurrence arises or under special conditions.
14. Majority of votes
This clause provides that certain decisions must be taken with a larger majority of the votes than required by law.
15. Disputes resolved by arbitrators
You may include a clause which provides that disputes arising must be resolved by arbitrators.