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

Convertible Loan Agreement 2026/2027 – Word/PDF under Swedish law

This is a complete and professional convertible loan package for Swedish private limited liability companies. The package is designed for companies that wish to raise financing through the issuance of convertible bonds in accordance with Chapter 15 of the Swedish Companies Act (2005:551) – i.e., a debt instrument that combines a loan with the right for the holder to convert the claim into new shares in the company under specified conditions.

The template package is legally reviewed against current Swedish regulations and official authority information as of October 4, 2026 and prepared for use during 2026/2027. It contains complete issuance documents, full convertible bond terms, a Swedish Convertible Loan Agreement, an English Convertible Loan Agreement under Swedish law, and a detailed user guide.

Delivery: 8 documents in both Word (DOCX) and PDF – a total of 16 files and 36 professionally designed A4 pages. Digital download. No physical product is sent.

What's included

1. Board of Directors' proposal for the issuance of convertible bonds – including loan amount, nominal amount, subscription price, interest, conversion price, and conversion period.
2. Minutes of the Extraordinary General Meeting – issuance resolution and majority control.
3. Subscription list – adapted to Chapter 15 of the Swedish Companies Act.
4. Board minutes for allocation and registration – subscription results, payment, bank certificate, and registration deadlines.
5. Complete convertible bond terms – the corporate legal instrument terms themselves.
6. Convertible Loan Agreement 2026/2027 – Swedish – complete agreement between the company and the holder.
7. Convertible Loan Agreement 2026/2027 – English / Swedish law – complete English-language version.
8. Detailed user guide – step-by-step from issuance resolution to future conversion.

What is a convertible loan?

A convertible is a debt instrument issued by a limited liability company that simultaneously grants the holder the right to exchange all or part of the claim for new shares in the issuing company during a specified period.

Until conversion, the holder is primarily a creditor. If the conversion right is exercised, the claim in question is instead converted into shares according to the registered terms.

It is therefore important not to confuse a genuine convertible loan under Chapter 15 of the Swedish Companies Act with a standard loan where the parties later hope to carry out a separate set-off issue. If one wishes to create a real corporate legal conversion right, the issuance must be decided and registered correctly from the start.

Chapter 15 of the Swedish Companies Act – complete document flow

The package is structured according to the actual process in Chapter 15 of the Swedish Companies Act. This means that the customer not only receives a simple loan agreement but documents for the entire chain:

• issuance proposal,
• General Meeting resolution,
• subscription,
• allocation,
• payment,
• registration of the issuance resolution,
• maturity and interest,
• conversion request,
• registration of new shares after conversion.

Pre-emptive rights and directed issues

As a main rule, shareholders have pre-emptive rights to subscribe for convertible bonds in proportion to their existing shareholding.

If a private limited company instead directs the issue to, for example, a specific investor, at least two-thirds of both the votes cast and the shares represented at the General Meeting are normally required.

The templates therefore contain specific fields for:

• whether pre-emptive rights are to be waived,
• who is entitled to subscribe for the convertible bonds,
• the reasons for the deviation,
• the basis for the subscription price,
• majority control.

Chapter 16 of the Swedish Companies Act – special Leo control

For public limited companies and subsidiaries of public limited companies, Chapter 16 of the Swedish Companies Act may apply when convertible bonds are directed to, for example, a board member, CEO, employee, or certain related parties. In such cases, a different decision-making procedure applies, and normally a majority requirement of nine-tenths.

The package is primarily prepared for private independent limited companies and therefore clearly warns when a Chapter 16 situation needs to be analyzed separately.

Board of Directors' issuance proposal

The issuance proposal contains clear fill-in fields for, among other things:

• total or maximum/minimum loan amount,
• nominal amount per convertible,
• subscription price,
• interest rate and interest payment,
• due date,
• parties entitled to subscribe,
• subscription period,
• conversion price,
• conversion period,
• share class upon conversion,
• maximum increase in share capital,
• allocation of the share premium.

Conversion price and quota value

The conversion price must be designed so that the company receives compensation through the conversion that at least corresponds to the quota value of the existing shares per new share. If a lower conversion price is to be used, the difference must be coverable through cash payment upon conversion according to the requirements of the law.

The package therefore contains both control text and specific fields for the conversion price, shares per nominal amount, and any share premium.

Complete convertible bond terms included as a separate document

A major difference from simpler templates is that the package includes a separate document with complete convertible bond terms. This regulates, among other things:

• nominal amount,
• subscription price,
• interest,
• due date,
• conversion period,
• conversion price,
• conversion notice,
• rights of new shares,
• registration,
• recalculation,
• transfer,
• early repayment,
• payment delays,
• notices,
• law and dispute.

Recalculation for future capital events

The appendix to the complete terms contains a special recalculation matrix for situations such as:

• bonus issues,
• split or consolidation,
• rights issues,
• new issuance of warrants or convertible bonds,
• extraordinary dividends,
• reduction of share capital,
• merger, demerger, or liquidation.

The exact formulas need to be adapted to the transaction and the economic structure of the instrument, but the template ensures that the issue is not left unregulated.

Subscription list according to Chapter 15 of the Swedish Companies Act

The subscription list contains the main terms of the issuance resolution and separate fields for the subscriber, nominal amount, number of convertibles, subscription amount, date, and signature.

It also reminds users that the articles of association, issuance resolution, and any supplementary documents must be attached or kept available according to law.

Special issuance account and bank certificate

In the case of cash payment, the payment must be made to a special account opened by the company for the issuance at a bank, credit market company, or equivalent credit institution within the EEA.

Registration of the issuance resolution requires, among other things, full payment and a certificate from the credit institution. The board minutes in the package therefore have specific control fields for:

• full payment,
• special account,
• bank certificate,
• non-cash consideration or set-off,
• latest registration date.

Registration within six months

As a main rule, the Board of Directors must report the issuance resolution to the Swedish Companies Registration Office (Bolagsverket) within six months of the decision. If the report is not made on time, the issuance resolution may cease to be valid.

The user guide and board minutes therefore contain an explicit registration deadline and control of the responsible person.

Convertible Loan Agreement – 24 agreement sections

The main Swedish agreement contains a comprehensive structure for the commercial loan relationship:

• background and document hierarchy,
• loan amount and financing,
• interest,
• due date,
• conversion right,
• conversion price and dilution,
• optional conditions precedent,
• information undertakings,
• optional covenants,
• security and subordination,
• Events of Default,
• company warranties,
• lender's warranties,
• tax and accounting,
• FDI/UDI,
• transfer,
• confidentiality,
• GDPR,
• risk and no value guarantee,
• breach of contract and remedy,
• notices,
• amendments,
• Swedish law and dispute.

10 agreement schedules

The main Swedish and English agreements contain separate schedules for:

1. parties and notices,
2. main financial terms,
3. conversion notice,
4. conditions precedent – optional,
5. covenants – optional,
6. security and subordination,
7. Events of Default,
8. company warranties,
9. transfer,
10. dispute resolution.

Interest and tax

The Swedish Tax Agency (Skatteverket) describes a standard convertible as a debt instrument with current interest and the right to convert into shares. Interest is taxed as interest, and convertibles in Swedish kronor are treated in several respects according to the rules for equity interests.

A conversion that takes place according to the instrument's applicable conversion terms does not normally trigger immediate taxation. A separate set-off issue or other solution outside the registered terms can, however, be assessed differently. The package therefore recommends individual tax and accounting review for larger or more advanced transactions.

Conversion and registration of new shares

When the holder later requests conversion, the new shares must immediately be entered into the share register.

The Board of Directors must report the added shares to the Swedish Companies Registration Office:

• no later than three months after the conversion period has expired, or
• no later than three months after the end of each financial year when the conversion period is longer than one year and conversion has taken place during the year.

When registering the conversion, an auditor's statement is required according to Chapter 15 of the Swedish Companies Act. This check is included in both the full terms and the user guide.

FDI / UDI

If the company conducts operations worthy of protection, a future conversion or other right may need to be analyzed according to the Act (2023:560) on the screening of foreign direct investments. The agreement therefore contains a separate FDI/UDI clause and an optional condition precedent.

English Convertible Loan Agreement under Swedish law

The package contains a complete English-language Convertible Loan Agreement with the same legal structure and 10 schedules. It is designed for situations where the investor, parent company, or advisors work in English but Swedish substantive law is to be applied.

It is thus not a standardized UK/US SAFE or convertible note agreement, but an English-language version adapted to Swedish company and contract law.

Detailed user guide

The guide goes through the process step by step:

1. understand what a convertible is,
2. determine loan amount, interest, due date, and conversion terms,
3. check pre-emptive rights and majority,
4. prepare the Board's proposal,
5. pass General Meeting resolution,
6. carry out subscription,
7. receive payment to a special account,
8. decide on allocation,
9. register the issuance with the Swedish Companies Registration Office,
10. monitor the conversion period,
11. register converted shares,
12. check tax and accounting.

Reviewed for 2026/2027

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

• the Swedish Companies Act (2005:551), especially Chapter 15 and relevant parts of Chapter 16,
• the Companies Ordinance (2005:559),
• current information from the Swedish Companies Registration Office on the issuance, subscription, registration, and conversion of convertibles,
• the Swedish Tax Agency's legal guidance 2026 on convertibles,
• the Interest Act (1975:635) where relevant,
• the Act (2023:560) on the screening of foreign direct investments where relevant.

Format and delivery

8 documents • 16 files • 36 pages

• Word (DOCX) – fully editable documents.
• PDF – for reference, printing, and layout control.
• Swedish + English main agreements.
• Digital delivery – no physical product is sent.

Important

The package is a professional general document basis and does not replace individual corporate legal, financing, tax, or accounting advice. Non-cash considerations, set-offs, convertible profit-sharing or capital-sharing loans, public companies, Leo situations, complicated security structures, intercreditor agreements, international financing, or advanced recalculation formulas should be assessed separately.