Warrant package 2026/2027 – Word/PDF + English | Swedish Law

Warrant package 2026/2027 – complete issue and agreement template in Word/PDF

This is a complete and professional warrant package for Swedish private limited companies. The package is designed for companies that wish to issue warrants in accordance with Chapter 14 of the Swedish Companies Act (2005:551) and require both the corporate legal issue documents and a separate agreement between the company and the warrant holder.

The template package has been legally reviewed against current Swedish regulations and relevant authority guidance as of October 4, 2026 and is prepared for use during 2026/2027. It contains Swedish issue documents, a complete Swedish Warrant Agreement, an English-language Warrant Agreement governed by Swedish law, and a detailed user guide.

Delivery: 7 documents in both Word (DOCX) and PDF – a total of 14 files and 30 A4 pages. Digital download. No physical product is sent.

Included in this package

1. Board's proposal for the issue of warrants – adapted according to Chapter 14 of the Companies Act.
2. Minutes of the Extraordinary General Meeting – issue resolution and majority control.
3. Subscription list for warrants – including issue resolution and subscriber details.
4. Board minutes for allotment and registration – for subscription results, allotment, and Swedish Companies Registration Office (Bolagsverket) compliance.
5. Warrant Agreement 2026/2027 – Swedish – complete agreement between the company and the warrant holder.
6. Warrant Agreement 2026/2027 – English / Swedish law – complete English-language version.
7. Detailed user guide – step-by-step from issue proposal to registration and subsequent exercise.

What is a warrant?

A warrant gives the holder the right to subscribe for new shares in the company in the future for payment, under the terms determined when the warrants were issued. The actual issuance of warrants is registered with the Swedish Companies Registration Office first. The share capital, however, only increases when the warrants are subsequently exercised and the new shares are registered.

This makes warrants useful, for example, for:

• incentive programs in private limited companies,
• strategic investments,
• capital raising,
• option programs for key personnel,
• commercial collaborations where future ownership may arise.

Important distinction – a warrant is not the same as a staff option

The package clearly distinguishes between warrants and staff options (personaloptioner). A warrant according to Chapter 14 of the Companies Act is a corporate legal instrument and can be treated as a security for tax purposes.

The Swedish Tax Agency states that if a person directly acquires a warrant due to their employment, the security rule may apply. If the warrant is acquired on favorable terms, a taxable employment benefit may arise already at the time of acquisition.

The special rules for qualified staff options in Chapter 11a of the Income Tax Act do not apply automatically when a person directly acquires warrants. The package is therefore not marketed as a "tax-free staff option program."

Board's proposal – issue terms according to Chapter 14 of the Companies Act

The board's proposal contains clear fields for, among other things:

• number or maximum number of warrants,
• maximum increase in share capital,
• who is entitled to subscribe for the warrants,
• option premium or allotment free of charge,
• subscription period,
• basis for allocation,
• number of new shares per warrant,
• exercise price/subscription price,
• exercise period,
• recalculation rules via full option terms,
• reasons for any deviation from shareholders' preferential rights,
• grounds for the option premium when warrants are issued for payment.

Preferential rights and 2/3 majority

The main rule according to Chapter 14, Section 1 of the Companies Act is that shareholders have preferential rights to the warrants in proportion to their shareholdings.

If an ordinary private limited company decides to deviate from the preferential rights, a minimum of two-thirds of both the votes cast and the shares represented at the meeting is normally required. Therefore, the minutes of the meeting contain a specific majority check.

Chapter 16 of the Companies Act – the 9/10 rule is flagged separately

For public limited companies and subsidiaries of public limited companies, there are special rules in Chapter 16 of the Companies Act for certain directed issues or transfers to, among others, board members, the CEO, employees, and certain related parties.

When those rules apply, a minimum of nine-tenths of both the votes cast and the shares represented at the meeting is normally required. The package therefore contains clear warnings that the Chapter 16 situation requires separate control.

An ordinary independent private limited company, however, is not affected simply because the warrants are to go to an employee. The group structure must always be checked.

Subscription list – not just a simple name table

The Swedish Companies Registration Office states that subscription for warrants can take place on a separate subscription list, directly in the minutes of the general meeting under certain conditions, or through payment if the issue resolution stipulates it.

The separate subscription list in the package therefore contains:

• information about the issue resolution,
• number of warrants and option premium,
• subscription period,
• information on where the articles of association and documentation are available,
• the subscriber's identity and contact details,
• number of subscribed warrants,
• total consideration,
• date and signature.

Board's allotment decision

When the subscription is completed, the board must decide how many warrants each subscriber is to be allotted. The package's specific board minutes therefore contain fields for:

• subscription result,
• validity check,
• allotment per subscriber,
• payment of option premium,
• number of issued warrants,
• maximum possible increase in share capital,
• exercise period,
• Chapter 16 check,
• person responsible for registration.

Registration with the Swedish Companies Registration Office

The issue of warrants must be registered with the Swedish Companies Registration Office. The Companies Ordinance states, among other things, that the registration application must contain information about:

• the number of issued warrants,
• the amount by which the share capital may be increased at most,
• the period within which the option right may be exercised.

When the warrants are subsequently exercised, the new shares are registered, and only then does the share capital increase.

Warrant Agreement – 24 agreement sections

The main Swedish agreement regulates, among other things:

• background and issue resolution,
• acquisition and payment for the warrants,
• market value and valuation basis,
• option terms and exercise price,
• exercise of the warrants,
• transfer and pledging,
• employment or assignment,
• optional Leaver/buy-back mechanism,
• optional Exit mechanics,
• duty to provide information,
• tax and social security contributions,
• difference from staff options,
• confidentiality,
• GDPR,
• corporate legal validity,
• risk and absence of return guarantee,
• breach of contract,
• notices,
• assignment of the agreement,
• order of priority between law, option terms, issue resolution, and the agreement,
• amendments,
• Swedish law and dispute resolution,
• signing.

12 annexes to the main agreement

Both the Swedish and English main templates contain 12 annexes/schedules:

1. Parties and contact details
2. Main economic terms
3. Valuation basis
4. Subscription notice upon exercise
5. Leaver/buy-back – optional
6. Exit – optional
7. Dispute resolution
8. Issue resolution
9. Complete option terms
10. Allotment decision
11. Tax and valuation checklist
12. Compliance and insider information

Market value and option premium

If the warrants are to be offered to employees, board members, consultants, or other persons with a service connection, valuation is one of the most important parts.

Annex 3 therefore contains fields for, for example:

• valuation date,
• underlying share value,
• volatility,
• risk-free interest rate,
• term,
• calculated option value.

Common valuation models can, for example, be based on Black-Scholes, but the valuation method and assumptions must be adapted to the specific unlisted company.

Leaver and buy-back – optional and clearly marked with a warning

The template contains an optional Annex 5 for Good Leaver, Bad Leaver, and buy-back price. It is not automatically activated.

This is important because extensive restrictions on the right of disposal and conditions that are strongly linked to continued employment can have significance for the tax assessment of the instrument. The template therefore instructs the user to carry out a separate tax assessment before activating the leaver mechanism.

Exit – optional mechanics

Annex 6 makes it possible to describe how the parties want to handle the warrants in the event of, for example, a sale of the company. It can be used to specify an information deadline and any accelerated exercise right.

At the same time, the agreement makes it clear that the parties cannot, through a private contractual clause, change the corporate legal content of the registered option terms without the necessary resolutions.

Tax and employer contributions

As a starting point, each party is responsible for their own tax. However, the company must handle tax deductions and employer contributions when such an obligation follows from the law.

For service-related warrants, the company should therefore not only focus on the issue documents. Market value, acquisition price, restrictions on the right of disposal, and the participant's relationship with the company must be assessed together.

English Warrant Agreement under Swedish law

The package contains a complete English-language Warrant Agreement with the same 24 agreement sections and 12 schedules. It is intended for when the warrant holder, group functions, or advisors work in English but Swedish substantive law is to be applied.

The English template is therefore not an American, British, or international standard option agreement, but an English-language version adapted to Swedish law.

Detailed user guide

The guide goes through the process in the correct order:

1. verify that a warrant is the right instrument,
2. check the articles of association and group structure,
3. prepare issue proposal according to Chapter 14 of the Companies Act,
4. check if Chapter 16 of the Companies Act may be applicable,
5. determine complete option terms,
6. value the warrants,
7. make the general meeting resolution,
8. carry out subscription,
9. make the board's allotment decision,
10. register the issue with the Swedish Companies Registration Office,
11. enter into the option agreement,
12. check tax and employer contributions.

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 14 and relevant parts of Chapter 16,
• The Swedish Companies Ordinance (2005:559),
• The Swedish Companies Registration Office's current information on warrants, subscription, and registration,
• The Swedish Tax Agency's legal guidance 2026 on warrants and staff options,
• The Income Tax Act's rules on taxation of securities and staff options.

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

Format and delivery

7 documents • 14 files • 30 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 base and does not replace individual corporate legal or tax advice. Public companies, subsidiaries in public groups, LEO situations, complicated incentive programs, international participants, strong leaver/vesting conditions, qualified staff options, multiple classes of shares, or advanced valuation issues should be assessed separately.