A memorandum of association (stiftelseurkund) is a formal document that the founder or founders must draw up to form a new limited company. The memorandum of association must be written in Swedish.
A memorandum of association must be attached to the application for registration. The expiry date of a memorandum of association is six months after the document has been dated and signed.
Items the memorandum of association must contain
A memorandum of association of a limited company must state:
- that the founder or founders agree to form the limited company in question
- the share price
- how many shares each founder subscribes to
- the proposed business name
- all board members’ full names, dates of birth and residing addresses
- if the board has appointed deputy board members and if so, all deputy board members’ full names, dates of birth and residing addresses
- if the company shall have an auditor and if so, the auditor’s full name, date of birth and residing address.
Only founders can subscribe to shares, but this is not compulsory for all founders.
Attach articles of association
A draft of the company’s articles of association must be attached to the memorandum of association. Read about articles of association on the page Articles of association - limited companies. See the menu.
Dating and signing the document
When all founders have signed the memorandum of association the limited company is formed. Please note that a limited company is not a legal person until registered with Bolagsverket.