Articles of association (bolagsordning) are a document that states the core rules of a limited company.
The document gives details on how the company will be operated. The founder or founders set up the articles of association when setting up the memorandum of association. The articles of association must be written in Swedish. A copy of the articles of association must be submitted with the application for registration of a new limited company.
Items the articles of association must contain
The articles of association must state the limited company’s:
- business name
- registered office in Sweden
- business activities
- amount of share capital
- number of shares
- minimum and maximum amount of members on the board of directors
- minimum and maximum amount of deputy members on the board of directors - if applicable
- minimum and maximum amount of auditors – if applicable
- rules of procedure of summoning to general meetings
- financial year.
Any changes to the articles of association are subject to general meetings. All changes must also be registered with Bolagsverket. Attach the minutes from the general meeting and a copy of the new version of the articles to a suitable application form for changes on business details.