About this template
Conditional shareholder contribution – complete contribution document for Swedish limited liability companies (aktiebolag) including Swedish and English Word/PDF templates and detailed user guides. The package is designed for situations where an owner wishes to strengthen the company's equity while retaining a conditional possibility for future repayment.
Legally reviewed: October 5, 2026
The review covers the Swedish Companies Act's regulations regarding value transfers and profit distributions, current guidance from the Swedish Tax Agency, the Swedish Companies Registration Office (Bolagsverket), and the Swedish Accounting Standards Board, as well as relevant case law.
Included in the package
| Swedish contribution document – Word | Editable template with conditions for future repayment. |
| Swedish contribution document – PDF | Print-friendly version. |
| Conditional Shareholder Contribution – English | English language version in Word + PDF, designed for Swedish law. |
| Swedish user guide | Step-by-step guide in Word + PDF with a practical example. |
| English user guide | English guide in Word + PDF. |
A conditional contribution is not the same as a loan
The new template is explicitly designed so that the contribution strengthens the company's equity. The company does not undertake an unconditional repayment obligation through the contribution document itself. Instead, the repayment condition is directed at the shareholders and is based on their commitment to act and vote for repayment when legally permissible.
Why this structure is important
The Swedish Tax Agency’s guidance states that the actual agreement is of great importance. If a repayment claim is directed at the company instead of the shareholders, the transfer may instead be characterized as debt. The template is therefore built to clearly distinguish the conditional shareholder contribution from a standard loan.
What the template covers
- The company and the contributor,
- Contribution amount, payment date, and method of payment,
- Conditions for future repayment,
- Requirement for a legal general meeting resolution prior to repayment,
- Priority between multiple conditional shareholder contributions,
- Assignment of the repayment right,
- Company confirmation of receipt,
- Joinder of other shareholders,
- Board/accounting reference,
- Governing law, dispute resolution, and signatures.
Repayment requires more than just company funds
Repayment of a conditional shareholder contribution is treated under civil law as a profit distribution/value transfer. This means, among other things, that the company must have distributable funds, that the protection for restricted equity and the prudence rule must be satisfied, and that the general meeting must pass a valid resolution.
Consequently, there is no automatic right to demand repayment on a specific date simply because the contribution was made.
Priority between multiple contributions
If the company already has one or more conditional shareholder contributions, the order of priority needs to be documented. The template includes options for equal priority, subordinated priority, and other expressly agreed-upon arrangements.
Assignment of the repayment right
The right to future repayment may need to be handled separately from the shares themselves, for example during a share sale. The template therefore includes a specific section on assignment and consent, as well as guidance on how changes in ownership should be documented.
Accounting and tax
The regulations of the Swedish Accounting Standards Board state that received shareholder contributions are reported as unrestricted equity. For the contributor, the accounting and tax treatment may differ from an unconditional contribution. The Swedish Tax Agency, among other things, treats the right of repayment separately when calculating capital gains. For larger amounts, group relationships, or changes in ownership, accounting and tax advice should be sought.
Interest – important difference from a loan
The standard template contains no ongoing interest before a future repayment resolution. The Swedish Tax Agency's guidance indicates that the company does not have a debt-like obligation toward the contributor before the general meeting has decided on repayment.
Swedish + English in the same package
The English version is a language version under Swedish law and is suitable for, for example, Swedish companies with international owners, board members, or English as their corporate language. It is not intended as a template according to British, American, or other foreign corporate law.
Detailed user guide included
The guide explains the difference between a conditional contribution and a loan, how to fill out the template, why the condition is directed at the shareholders, how future repayment works, priority, interest, accounting, tax, changes in ownership, and common mistakes. A concrete example of partial future repayment is included.
File format and delivery
Format: DOCX, PDF, and ZIP.
Language: Swedish and English.
Number of files: 8.
Delivery: Digital download. No physical product will be sent.
Frequently asked questions
Can the company promise repayment on a specific date?
This should not be done in a standard document for a conditional shareholder contribution. An unconditional maturity date and direct repayment obligation can change the structure into a loan/debt.
Must other shareholders sign?
For the repayment condition to have the intended effect, relevant shareholders should accept the condition. The template therefore includes a specific joinder section.
Can the repayment right be sold separately from the shares?
Yes, the Swedish Tax Agency's guidance assumes that the right to repayment can be assigned separately. The assignment and who the rightful holder is should be clearly documented.
Can repayment be made as soon as the company makes a profit?
Not automatically. The corporate law requirements for distributable funds, capital protection, prudence, and a valid general meeting resolution must first be met.
The template package is a general documentation aid and does not replace individual legal, accounting, or tax advice. In the case of multiple owners, multiple contributions, group structures, capital deficits, or larger amounts, a qualified advisor should be consulted.
