Start a limited company – memorandum of association, articles of association, and share capital
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Starting a limited company requires several formal steps. Two central documents are the memorandum of association and the articles of association, but the process also includes subscription of shares, payment of share capital, a bank certificate or auditor's statement, a register of shareholders, and registration.
Key points in brief
- Private limited companies require at least SEK 25,000 in share capital.
- The founders draw up and sign a memorandum of association.
- The articles of association must contain the information required by the Companies Act.
- The shares are subscribed by the founders and paid for with cash or, in some cases, non-cash assets.
- The company is notified to the Swedish Companies Registration Office (Bolagsverket) and must maintain a register of shareholders.
| Founders | Determine who is forming the company. |
| Memorandum of association | Subscription of shares, price per share, officials, and other terms. |
| Articles of association | Name, registered office, business activities, capital, shares, board of directors, audit, and financial year. |
| Capital | At least SEK 25,000 for private limited companies; bank certificate or auditor's statement for non-cash contributions. |
| Registration | Notify the company and beneficial owner according to applicable rules. |
The memorandum of association shows the decision to form the company
The Swedish Companies Registration Office states that the memorandum of association must include, among other things, the date of formation, the subscription price, which shares each founder subscribes to, and details about the board of directors and other officials. It must be signed by all founders.
The articles of association are the company's governing rules
The articles of association must specify, among other things, the company name, the registered office of the board, business activities, share capital, number of shares, board of directors, auditing, notice of general meetings, and the financial year. Voluntary provisions can also be included when necessary.
Share capital and payment
Private limited companies need at least 25,000 SEK in share capital. Payment can be made in cash or via non-cash assets. For cash payments, a bank certificate is normally required; non-cash contributions require a special auditor's statement.
After formation: registration and register of shareholders
When the documents are ready and the capital is paid, the company is submitted for registration. The company must also maintain a register of shareholders. The Swedish Companies Registration Office does not continuously register who owns the shares; ownership details are shown in the register of shareholders.
Common mistakes
- Using articles of association that do not suit the business activities.
- Forgetting rules regarding the number of shares or share capital intervals.
- The memorandum of association becoming older than the permitted time before registration.
- Missing a bank certificate or auditor's statement.
- Registering the company but failing to set up a register of shareholders.
Frequently asked questions
How much share capital is required for a private limited company?
At least 25,000 SEK according to current information from the Swedish Companies Registration Office.
Who is allowed to subscribe for shares during formation?
The founders subscribe for the shares. All founders do not have to subscribe for shares, but only founders may do so during the formation process.
Must the company have an auditor?
Not all private limited companies. The articles of association and the company's circumstances determine how the auditing matter is handled.
What is the difference between a memorandum of association and articles of association?
The memorandum of association documents the actual formation and share subscription, while the articles of association contain the company's fundamental rules.
Company Formation AB – Articles of Association & Memorandum of Association
The template package provides ready-made structures for a memorandum of association, articles of association, and key company formation documents.
Sources and further reading
- Swedish Companies Registration Office – Starting a limited company
- Swedish Companies Registration Office – Memorandum of association for limited companies
- Swedish Companies Registration Office – Articles of association for limited companies
Last updated: October 5, 2026. This article provides general information and does not replace individual legal advice.
