New Share Issue Template Package Limited Company 2026/2027 – Word/PDF | Rights Issue & Private Placement

New Share Issue Template Package for Limited Companies 2026/2027 – Word/PDF

This is a complete and professional new share issue package for cash issues in Swedish private limited companies. The package is designed for companies that want to raise new capital by issuing new shares and require clear, cohesive documents for the entire process – from the board's proposal and the general meeting's resolution to share subscription, allotment, payment, bank certificates, and registration with the Swedish Companies Registration Office (Bolagsverket).

The templates have been legally reviewed against current Swedish regulations as of October 4, 2026 and prepared for practical use during 2026/2027. The package supports both rights issues and directed issues in private limited companies, with specific checkpoints for subscription price, majority requirements, subscription periods, the share register, payment, and registration.

Delivery: 6 professional documents in both Word (DOCX) and PDF – a total of 12 files and 18 A4 pages. Digital download. No physical product is sent.

What's included

• Board proposal for a new share issue resolution – with separate options for rights issues and directed issues.
• Minutes of extraordinary general meeting – ready-made structure for issue resolutions and majority control.
• Subscription list – adapted to the rules on share subscription in Chapter 13 of the Swedish Companies Act.
• Board minutes for allotment and registration control – including the share register, payment, and bank certificate.
• Investor Subscription Pack – English – English-language supporting document for foreign investors.
• Detailed user guide – step-by-step from the articles of association and issue calculations to a registered new share issue.

What is a new share issue?

A new share issue means that a limited company issues new shares in exchange for payment. The company can thus raise new capital for, for example, expansion, investments, product development, recruitment, or a strengthened balance sheet.

It is important to distinguish between the actual resolution on a new share issue and the registered capital increase. The company's share capital increases only once the new share issue has been registered with the Swedish Companies Registration Office.

Intended for cash issues in private limited companies

The package is deliberately limited to the most common and practical form of issue: cash payment for new shares in a private limited company. This makes the documents more precise and reduces the risk of the user confusing different legal processes.

The package should not be used as-is for:

• non-cash issues (apport issues),
• set-off issues,
• public limited companies,
• directed issues covered by Chapter 16 of the Swedish Companies Act,
• issuance of warrants or convertibles,
• complex multiple share classes without individual customization.

Rights issue – existing shareholders get to subscribe first

The main rule in the Swedish Companies Act is that shareholders have preferential rights to new shares in proportion to their existing shareholding. The package therefore contains a complete structure for documenting how many new shares may be subscribed per existing share, the subscription period, any allocation of remaining shares, and payment terms.

When shareholders have preferential rights, the subscription period may normally not be set to less than two weeks. The template highlights this directly in the issue terms and the user guide.

Directed issue – when preferential rights are waived

A directed new share issue means that someone other than the shareholders according to the normal preferential rule is given the right to subscribe for the new shares, for example, a new investor.

For a standard private limited company, such a general meeting resolution normally requires at least two-thirds of both the votes cast and the shares represented at the meeting. Therefore, the general meeting minutes contain a specific majority control.

The board's proposal also contains separate fields for:

• the reasons for deviating from shareholders' preferential rights,
• the grounds for the subscription price,
• the name or category of the eligible investor,
• the commercial justification for the issue.

Public companies and "Leo" rules – clear warning

If a public limited company or a subsidiary of a public limited company directs an issue to, for example, a board member, CEO, employee, or certain related parties, the special rules in Chapter 16 of the Swedish Companies Act may apply. In such cases, a different decision-making procedure applies, and normally a majority requirement of nine-tenths.

The new share issue package explicitly flags this situation and should not be used as the sole documentation for such an issue.

Board's proposal – gathers the most important issue terms

The first document helps the board prepare the basis for decision-making to be presented to the general meeting. The template includes, among other things:

• increase in share capital,
• number of new shares,
• subscription price,
• quota value,
• total issue proceeds,
• share premium and allocation between non-restricted and restricted share premium funds,
• subscription right,
• subscription period,
• basis for allocation,
• payment period and method of payment,
• right to dividends,
• special terms.

Subscription price and quota value

For a private limited company, the subscription price must not be lower than the quota value of the existing shares. The user guide therefore shows how the quota value is calculated and contains a concrete example of how share capital, subscription price, issue proceeds, and share premium are connected.

If the subscription price exceeds the quota value, the issue resolution must state how the excess part is to be distributed between the restricted share premium fund and the non-restricted share premium fund. The package therefore contains a specific fill-in field for this.

Checking the articles of association before the issue

Before the resolution is made, the company should always check:

• registered share capital and permitted capital limits,
• number of existing shares and permitted share limits,
• share classes and rights,
• any special provisions,
• whether the new share issue requires an amendment to the articles of association.

If the issue resolution assumes that the articles of association are amended, the necessary amendment must be resolved before the general meeting passes the issue resolution.

Supplementary documents according to Chapter 13 Section 6 of the Swedish Companies Act

If the latest annual report is not to be discussed at the same general meeting, the company must check whether the supplementary documents according to Chapter 13 Section 6 of the Swedish Companies Act should be attached to the issue proposal.

This may include:

• the most recently adopted annual report,
• audit report,
• the board's statement on events of material significance since the annual report,
• the auditor's opinion on the statement.

The user guide contains a specific checkpoint so that this issue is not forgotten.

General meeting minutes with the correct resolution structure

The general meeting template contains a complete structure for an extraordinary general meeting, including:

• election of chairman and secretary,
• voting list,
• verification of notice,
• presentation of the board's proposal,
• the issue resolution itself,
• majority control for directed issues,
• authorization for minor registration adjustments,
• signatures and adjustment.

Subscription list according to the Swedish Companies Act

As a main rule, share subscription must take place on a subscription list containing the issue resolution. Therefore, the subscription list in the package is not just a simple table of investors.

It also includes:

• the central terms of the issue resolution,
• information on where the articles of association and other documents are available,
• the subscriber's identity details,
• number of subscribed shares,
• subscribed amount,
• date and signature,
• confirmation that the subscription is made on the terms of the issue resolution.

Allotment and share register

When the subscription period has ended, the board must decide on the allotment of shares according to the issue resolution's basis for allocation. The package therefore contains a specific board protocol for the allotment.

The document contains tables for:

• subscribed shares,
• validity check,
• allotted shares,
• subscription price and payment amount,
• payment date.

It also reminds users that allotted shares must be entered into the company's share register.

Payment to a special issue account

For a cash new share issue, payment must be made to a special account opened for the issue at a bank, credit market company, or equivalent credit institution within the EEA.

It is therefore important that the company does not just use a regular business account but first ensures that the bank can manage an issue account and issue the bank certificate required by the Swedish Companies Registration Office.

Bank certificate – current information for 2026

The Swedish Companies Registration Office states that bank certificates for new share issues in an existing limited company must be issued on paper. The certificate must, among other things, show:

• the bank/credit institution's details,
• the company's registered company name and organization number,
• paid amount including any share premium,
• the account to which the payment was made,
• that the payment relates to a new share issue,
• date of issue.

The bank certificate must not be older than the issue resolution. The package's guide addresses this explicitly because the bank certificate is a common practical bottleneck in the new share issue process.

Registration with the Swedish Companies Registration Office within six months

When the new shares have been subscribed for, allotted, and fully paid, the board must notify the new share issue for registration.

As a main rule, the notification must have reached the Swedish Companies Registration Office within six months of the issue resolution. If the registration notification is not made on time, the issue resolution may cease to be valid and paid amounts may need to be refunded.

The package therefore contains both a deadline in the user guide and registration control in the board minutes.

Share capital increases only upon registration

Even if the general meeting has made a resolution and the investor has paid, the capital increase is not finally registered until the Swedish Companies Registration Office has registered the issue.

After registration, the company should check and archive:

• The Companies Registration Office's registration decision,
• updated share register and cap table,
• bookkeeping of share capital and share premium,
• any update of the shareholders' agreement,
• whether information about the ultimate beneficial owner needs to be changed.

English investor supplement

The package also contains an Investor Subscription Pack in English. It is intended as support when a foreign investor needs to understand the issue terms and the subscription process.

The English supplement contains:

• company and issue information,
• key subscription terms,
• investor subscription table,
• investor acknowledgements,
• warning for directed issues,
• process overview from proposal to registration.

The English supplement does not replace the company's Swedish decision-making documents. The Swedish issue resolutions and the requirements of the Swedish Companies Act govern the process.

Detailed user guide – from start to registered issue

The separate guide is designed so that the customer can use the package in the correct order. It goes through:

1. what a new share issue entails,
2. checking the articles of association,
3. calculating quota value and issue amount,
4. choosing between a rights issue and a directed issue,
5. the board's proposal and supplementary documents,
6. the general meeting,
7. share subscription,
8. allotment and share register,
9. payment and bank certificate,
10. registration with the Swedish Companies Registration Office,
11. actions after registration,
12. final checklist.

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 Chapters 11, 13, and, where necessary, checking against Chapter 16,
• The Swedish Companies Ordinance (2005:559),
• The Swedish Companies Registration Office's current instructions on new share issues and bank certificates.

The designation 2026/2027 means that the documents have been reviewed against the legal situation and official information at the time of review. In the event of future regulatory changes or changes in registration practice, a new check must be performed.

Format and delivery

6 documents • 12 files • 18 pages

• Word (DOCX) – fully editable documents with clear fill-in fields.
• PDF – for reference, printing, and layout control.
• Digital download – no physical product is sent.

Important

The new share issue package is professional general documentation and does not replace individual corporate, tax, or accounting advice. Seek special advice in the event of non-cash issues, set-offs, public companies, "Leo" rules, multiple complex share classes, warrant/convertible issues, prospectus matters, international securities offerings, or other unusual issue terms.