Investment Agreement 2026/2027 – Word/PDF + English | Swedish Law

Investment Agreement 2026/2027 – Word/PDF under Swedish law

This is a comprehensive and professional investment agreement for private capital investment in a Swedish private limited company. The package is designed for situations where an identified investor provides cash capital through a directed new share issue, and where the company, the founders/existing majority shareholders, and the investor require clear contractual terms regarding the investment, due diligence, closing, warranties, disclosure, information rights, corporate governance, and liability.

The template package is legally reviewed against current Swedish regulations and updated authority information as of October 4, 2026, and prepared for practical use during 2026/2027. It contains a Swedish version, a complete English-language Investment Agreement under Swedish law, and a separate detailed user guide.

Delivery: 3 documents in both Word (DOCX) and PDF – a total of 6 files, 40 A4 pages, and 13 attachments/schedules. The product is delivered digitally. No physical goods are shipped.

This is included

• Investment Agreement 2026/2027 – Swedish version, 18 pages with 24 contract sections and 13 attachments.
• Investment Agreement 2026/2027 – English / Swedish law, 18 pages with corresponding structure and 13 schedules.
• Detailed user guide, 4 pages with document order, legal checkpoints, closing checklist, and common mistakes to avoid.

When is the investment agreement appropriate?

The template is intended for a private, identified investment in a Swedish private limited company where the investor subscribes for new shares in exchange for cash payment. Examples:

• angel investment,
• seed or growth capital,
• strategic minority investment,
• capital procurement from one or a few identified investors,
• investment where the company, founders, and investor wish to document warranties and closing conditions,
• investment to be combined with a separate shareholders' agreement.

The investment agreement does not replace the general meeting's or the board's resolution on the share issue, the share subscription, the bank certificate, the register of shareholders, or the registration with the Swedish Companies Registration Office (Bolagsverket). The corporate law documents for the share issue must be executed separately in accordance with the Swedish Companies Act.

24 contract sections

The main agreement covers, among other things:

• parties and background,
• definitions,
• the investment and the share issue structure,
• subscription price, valuation, and capitalization,
• conditions precedent to closing,
• due diligence and information basis,
• closing and payment,
• use of investment proceeds,
• the company's and the founders' warranties,
• the investor's warranties,
• disclosure and warranty exceptions,
• liability for breach of warranty,
• information and reporting rights,
• board seat, observer, and corporate governance,
• reserved matters and shareholders' agreement,
• founders' undertakings,
• intellectual property and data,
• FDI/UDI and regulatory oversight,
• confidentiality and public announcements,
• costs, tax, and advice,
• Long Stop Date and termination,
• notices, assignment, and entire agreement,
• Swedish law and dispute resolution,
• signing.

13 professional attachments

1. Parties and transaction overview – company, founders/majority owners, and investor.
2. Definitions – key transaction concepts.
3. Investment, valuation, and cap table – pre-money, investment, subscription price, and ownership share.
4. Conditions precedent to closing – share issue resolution, due diligence, SHA, FDI, consents, and bank account.
5. Due diligence checklist – corporate law, finance, tax, contracts, IP, HR, litigation, GDPR/cyber, and regulatory.
6. Closing checklist – documents and actions in the correct order.
7. Use of proceeds and budget – how the investment capital is intended to be used.
8. Warranty catalog – selectable warranties from the company and founders.
9. Disclosure Letter / warranty exceptions – concrete exceptions to the warranties.
10. Liability limitations – de minimis, basket, cap, and notice periods for claims.
11. Information rights, board, and reserved matters – reporting, nomination, observer, and SHA connection.
12. Founder undertakings – selectable undertakings regarding work, IP, confidentiality, non-solicit, etc.
13. Notices, law, and dispute forum – notice addresses and forum.

Valuation and cap table

Attachment 3 helps the parties document the transaction in a consistent manner. It contains fields for:

• share capital before and after the investment,
• number of outstanding shares,
• options and convertibles,
• fully diluted cap table,
• pre-money valuation,
• investment amount,
• subscription price per share,
• the investor's ownership share after closing.

This reduces the risk of the company and the investor calculating ownership shares on different bases, for example, one party calculating on basic shares and the other on a fully diluted basis.

Directed cash new share issue

The investment agreement assumes that the capital investment is carried out through a directed cash share issue. However, the actual share issue resolution must be passed separately in accordance with Chapter 13 of the Swedish Companies Act (2005:551).

If the shareholders' normal pre-emption rights are deviated from, a standard private limited company normally requires at least two-thirds of both the votes cast and the shares represented at the meeting. The share issue proposal must also specify the reasons for the deviation and the grounds for the subscription price.

For the share issue process itself, Mallbutiken's separate New Share Issue Package for Limited Companies 2026/2027 is recommended.

Conditions precedent to closing

Attachment 4 is used to make the most important prerequisites for the investment measurable. Examples:

• valid share issue resolution,
• approved due diligence,
• shareholders' agreement signed or accession performed,
• FDI/UDI clearance or notification that the investment is left without action,
• third-party consents,
• share issue account/bank process in place,
• absence of a defined Material Adverse Change.

Due diligence

Attachment 5 serves as a checklist for the investor's review. It includes, among other things, corporate law and cap table, accounting and financial information, tax and VAT, material agreements, intellectual property, employees and incentive programs, litigation and authority matters, GDPR/cybersecurity, and regulatory issues.

The investment agreement distinguishes between due diligence and contractual warranties. The fact that the investor has conducted due diligence does not automatically release the company or the founders from explicit warranties.

Closing – step by step

Attachment 6 gathers the practical closing measures:

• signing of the investment agreement,
• share issue resolution,
• share subscription,
• payment to the share issue account,
• bank certificate,
• shareholders' agreement/accession,
• board's allotment,
• updating of the share register,
• registration with the Swedish Companies Registration Office.

This allows the investment agreement to be used together with the share issue documents without confusing the contractual investment with the corporate law capital increase.

Warranties from the company and the founders

Attachment 8 contains a selectable warranty catalog. Common warranty areas are:

• authority and corporate status,
• capital structure and ownership,
• financial information,
• tax and VAT,
• material agreements,
• intellectual property and licenses,
• employees and incentive programs,
• litigation,
• GDPR and cybersecurity,
• regulatory compliance,
• certain undisclosed liabilities.

The warranties should be adapted to the business and the due diligence performed. Therefore, the package is not locked to an unnecessarily aggressive standard level.

Disclosure Letter – clear exceptions

Attachment 9 is used to document concrete known circumstances that are to be excluded from the warranties. This could, for example, be an ongoing dispute, an agreement to be renegotiated, a tax matter, or an IP right with a special licensing structure.

The template recommends concrete disclosure rather than just referring generally to an entire data room.

Liability limitations

Attachment 10 contains fill-in fields for:

• de minimis,
• basket/threshold,
• general liability cap,
• special cap for fundamental warranties,
• notice periods for claims,
• tax claims,
• carve-outs.

The commercial levels are left open as reasonable liability depends on the investment amount, valuation, risk, and due diligence.

Information rights and reporting

Attachment 11 makes it possible to grant the investor special information rights after closing, for example, monthly or quarterly reporting, annual budget, and information on material deviations.

The rights should be used with regard to confidentiality, GDPR, and competition law. If the investor is also a competitor, sensitive information may need to be limited or handled through special access rights.

Board seat and observer

The investment agreement can document a contractual right to nominate a board member or appoint an observer. At the same time, the template clarifies that such a commitment does not replace the general meeting's formal election and must not require a board member to act in violation of the Swedish Companies Act or their duties to the company.

Reserved matters and shareholders' agreement

The investment agreement is intended to complement – not replace – a separate shareholders' agreement. Long-term ownership issues such as reserved matters, transfers, exit, drag/tag, financing principles, and other ownership rules should normally be coordinated in the shareholders' agreement.

The template also reminds that a shareholders' agreement primarily binds the parties contractually and does not automatically create the same corporate law effect as a provision in the articles of association.

Founder undertakings

Attachment 12 contains selectable undertakings regarding, for example:

• continued active work,
• IP transfer or confirmation of the company's rights,
• confidentiality,
• non-solicit,
• non-compete,
• vesting/leaver – marked for separate legal and tax review.

UDI/FDI – review before closing

If the company conducts or is to conduct protected activities, the investment may be covered by the Foreign Direct Investment Review Act (2023:560). The ISP updated its notification form and its instructions during 2026.

The template therefore includes UDI/FDI as a separate condition precedent. Closing should not be executed in violation of an applicable review or standstill requirement.

Private limited companies – no broad public distribution

This package is expressly intended for an identified private investor or a narrow private transaction. According to Chapter 1, Section 7 of the Swedish Companies Act, a private limited company may not, among other things, attempt to distribute shares or subscription rights through advertising and may generally not direct offers to more than 200 people, with the exceptions stated in the law.

The Swedish Financial Supervisory Authority's prospectus guidance states that shares in private limited companies are not included in the prospectus regulation's definition of securities. This does not mean, however, that a private limited company may make an unlimited public offer – the Swedish Companies Act's specific distribution prohibitions must still be followed.

English Investment Agreement under Swedish law

The English version contains the same legal structure and 13 schedules. It is intended for when the investor, the parent company, advisors, or other transaction parties work in English but Swedish substantive law is to be applied.

It is thus an English-language version under Swedish law – not a standard agreement according to British or American venture capital law.

Detailed user guide included

The guide explains step by step:

• which documents are needed and in what order,
• how the cap table and valuation should be checked,
• how the directed share issue and majority requirements are related,
• how FDI/UDI is screened before closing,
• how the distribution restrictions of private limited companies affect capital procurement,
• how warranties and disclosure are used,
• how the investment agreement and shareholders' agreement are coordinated,
• practical closing checklist,
• common mistakes to avoid.

Reviewed for 2026/2027

The legal review is dated October 4, 2026. The package has been checked against, among other things:

• Swedish Companies Act (2005:551), especially Chapter 1 and Chapter 13,
• the Contracts Act (1915:218),
• the Foreign Direct Investment Review Act (2023:560),
• current ISP instructions for UDI notification 2026,
• the Swedish Financial Supervisory Authority's prospectus guidance 2026 regarding private limited companies.

The designation 2026/2027 means that the documents have been reviewed against the legal situation and authority information at the review date. In the event of subsequent legislative or authority changes, a new check should be made.

Format and delivery

3 documents • 6 files • 40 pages • 13 attachments/schedules

• Word (DOCX) – fully editable.
• PDF – for reference, printing, and layout check.
• Digital delivery – no physical product is shipped.

Important

The template package is a professional general working document and does not replace individual legal, tax, or investment-related advice. Preference shares, liquidation preferences, anti-dilution, convertibles, warrants, complicated incentive programs, vesting/leaver, public offerings, regulated activities, international tax planning, or major FDI cases should be assessed separately.