Company Formation AB – Articles of Association & Memorandum of Association Template Package | Word/PDF

Company Formation AB – Articles of Association & Memorandum of Association Template Package

A complete document package for those intending to form a private Swedish limited company (aktiebolag). The package includes a Memorandum of Association for both cash payments and non-cash consideration (apport), Articles of Association with and without an auditor, constituent board minutes, as well as a practical company formation guide and checklist.

The documents were legally reviewed on October 3, 2026, against the then-applicable Swedish Companies Act and the Swedish Companies Registration Office's (Bolagsverket) current guidance. The package is designed to be relevant during 2026/2027, provided that rules and regulatory requirements remain unchanged.

What is included – 12 files

• Memorandum of Association – cash payment, Word + PDF
• Memorandum of Association – non-cash consideration, Word + PDF
• Articles of Association – private limited company without mandatory auditor, Word + PDF
• Articles of Association – private limited company with auditor, Word + PDF
• Constituent board minutes for a new limited company, Word + PDF
• Company Formation AB – legal guide & checklist, Word + PDF

Memorandum of Association according to the Companies Act

When a limited company is formed, the founders must draw up a Memorandum of Association. The company is considered formed once all founders have signed the memorandum. The package's main template includes, among other things:

• founders and identification details
• proposed company name
• share capital and number of shares
• subscription price and any share premium
• share subscription directly in the memorandum
• payment and bank certificate
• board of directors, deputy member, and any auditor
• special conditions
• link to the Articles of Association
• date and signatures of all founders

The board must apply to register the company within six months of the signing of the Memorandum of Association. If registration does not occur within the prescribed time, the company formation lapses.

Separate Memorandum of Association for non-cash consideration

For those wishing to pay for shares with assets other than money, a separate non-cash consideration (apport) template is included. It contains fields for the property, value, valuation method, utility to the business, ownership rights, and encumbrances, as well as checkpoints for an auditor's statement.

Non-cash consideration requires specific legal and accounting oversight. The property must be, or be expected to be, of benefit to the company's business and may not be recorded at a value higher than its actual value to the company.

Articles of Association – with or without an auditor

The Articles of Association contain the mandatory main details specified in Chapter 3 of the Companies Act, including:

• company name
• registered office of the board
• business objects
• share capital or capital range
• number of shares or share range
• number of board members and deputy members
• auditor when required
• how general meetings are to be convened
• financial year

The package contains two versions: one for a standard private limited company without a mandatory auditor and one version for companies required to have an auditor.

At least 25,000 SEK in share capital

A private limited company with share capital in Swedish kronor must have at least 25,000 kronor in share capital. The template also helps verify the relationship between share capital, number of shares, quota value, and any share premium.

Board of directors and deputy member

Private limited companies must have one or more board members. If the board consists of fewer than three members, there must be at least one deputy board member. The package includes fields for the correct officials directly in the memorandum and a separate constituent board minutes document for practical start-up decisions.

Constituent board minutes

The minutes template covers, among other things:

• chair and minute-taker
• signatory rights (firmateckning)
• bank and bank certificate
• registration with the Swedish Companies Registration Office
• share register
• beneficial owner (verklig huvudman)
• F-tax, VAT, and employer registration
• bookkeeping and insurance

Transferability of shares

As a main rule, shares are freely transferable. If the owners wish to restrict future transfers, the Articles of Association may, under certain conditions, include, for example, consent, right of first refusal, or buy-back clauses. The package clearly marks that such clauses have detailed formal requirements in Chapter 4 of the Companies Act and should not be added as simplified standard sentences without specific review.

Auditor – what applies?

Private limited companies can in many cases choose not to have an auditor. However, an audit requirement may arise when the statutory thresholds are exceeded. The package therefore contains separate Articles of Association with and without an auditor so that the documentation can be adapted to the company's circumstances.

Guide from idea to registered limited company

The checklist leads the user through the entire process:

• company name and business description
• owners, share capital, and board
• Memorandum of Association and Articles of Association
• payment of share capital
• bank certificate or auditor's statement
• registration with the Swedish Companies Registration Office
• share register
• beneficial owner
• F-tax, VAT, and employer registration
• bookkeeping, insurance, and practical business start-up

Who is this package for?

• entrepreneurs starting their first limited company
• multiple founders forming a company together
• accounting consultants and business advisors
• holding companies and smaller owner-managed companies
• those who want to use professional, editable documents instead of starting from a blank document

Legal basis

• Swedish Companies Act (2005:551), consolidated up to SFS 2026:783
• Chapter 1, Section 5 – share capital
• Chapter 2 – formation of limited companies and Memorandum of Association
• Chapter 3 – Articles of Association
• Chapter 4 – shares and transfer restrictions
• Chapters 8–9 – board and audit
• Swedish Companies Registration Office's current guidance on company formation

Format: Word (DOCX) + PDF
Language: Swedish
Jurisdiction: Sweden
Number of files: 12
Legally reviewed: October 3, 2026
Version: 1.0 – relevant for 2026/2027 provided rules are unchanged

The package is intended for private Swedish limited companies. Public limited companies, complex ownership structures, advanced share classes, extensive non-cash formation contributions, and special transfer restrictions may require individual legal advice.