About this template
Profit distribution & subsequent distribution – template package for private limited companies
Does a Swedish limited company need to decide on a subsequent distribution at an extraordinary general meeting? This template package helps you prepare a formal proposal for distribution, a reasoned statement according to the prudence rule, the board's report, the decision at an extraordinary general meeting, and administrative follow-up in Excel. The documents are intended primarily for cash dividends in private share certificate companies that are not central securities depository (CSD) companies.
01. Package contents
7 editable Word documents, 7 corresponding searchable PDF files, and 1 Excel workbook (9 tabs). A total of 15 files in a downloadable ZIP package. Five Swedish working templates, one Swedish guide, and one English user guide. 2027 edition, Swedish law.
02. What the files contain
Complete and editable materials for board proposals, reasoned prudence statements, reports on events and transfers of value, minutes of general meetings, payment logs, and administrative Excel control. No auditor's statement that can be signed in an auditor's name is included; such an audit must be carried out by a qualified auditor when required.
All documents in the ZIP file
| No. | Document | Use | Format |
|---|---|---|---|
| 01 | Board's proposal for subsequent distribution | Amount per share, payment date, remaining room, and annex requirements. | DOCX + PDF |
| 02 | Reasoned board statement | Assessment of solidity, liquidity, risks, and the prudence rule. | DOCX + PDF |
| 03 | Report on material events | Decided transfers of value, restricted equity, and significant events since the annual report. | DOCX + PDF |
| 04 | Minutes for extraordinary general meeting | Decision template with voting list, formalities, payment date, and registration responsibility. | DOCX + PDF |
| 05 | Registration and payment log | Checklist for the Swedish Companies Registration Office, bank payment, and KU31. | DOCX + PDF |
| 06 | User guide in Swedish | Legal prerequisites, annex requirements, and three test scenarios. | DOCX + PDF |
| 07 | English User Guide | English orientation regarding the Swedish legal process. | DOCX + PDF |
| 08 | Excel – Subsequent distribution register 2027 | Dashboard, prerequisites, previous transfers of value, shareholders, distributions, annexes, checks, payments, and reading instructions. | XLSX |
What is required to decide on a subsequent distribution?
According to Chapter 18, Section 1 of the Swedish Companies Act (2005:551), the general meeting decides on profit distribution. The proposal must contain the information specified in Chapter 18, Section 3, including the amount per share and the relevant payment date. The board must also provide a reasoned statement on the prudence of the distribution in accordance with Chapter 18, Section 4 and Chapter 17, Section 3. Distribution requires sufficient coverage for restricted equity and an individual assessment of, among other things, liquidity, risks, and financial position in general.
When the annual report is not to be discussed at the meeting, special provisions in Chapter 18, Sections 5–6 apply regarding the remaining disposable amount, previous transfers of value, and supplementary documentation. This includes the board's report on material events as well as rules on audit documents and auditor's statements, which must be checked for the specific company. As a general rule, documents must be kept available according to Chapter 18, Section 7, and the notice of the meeting must state the main content of the proposal according to Chapter 18, Section 8. A distribution decision at a meeting other than the annual general meeting must be notified for registration immediately, Chapter 18, Section 10.
What amount may be distributed?
The subsequent distribution is based on available room according to the most recently adopted balance sheet, taking into account already decided relevant transfers of value and changes in restricted equity. Profits that have arisen after the most recently adopted balance sheet do not create a new room for subsequent distribution simply by appearing in an interim report. A positive result or bank balance is never a sufficient control.
The Excel workbook is an administrative calculation, not an automatic legal decision-making tool. It may show negative preliminary room and missing documentation, but a positive difference never means that the board or the meeting has approved a legal distribution.
How to use the templates
- Retrieve the latest adopted annual report, meeting minutes, and share register.
- Check unrestricted equity, all relevant transfers of value, and changes in restricted equity.
- Prepare the board proposal and an independent reasoned statement.
- Produce the board's report and handle the audit documents correctly.
- Check the notice, availability of annexes, and formal meeting requirements.
- Make the decision at a properly convened general meeting and finalize the minutes.
- Notify the subsequent distribution decision immediately to the Swedish Companies Registration Office.
- Follow up on payment, shareholders, and tax/KU31 handling.
Important limitations
Intended for cash subsequent distribution in Swedish private share certificate companies. For CSD companies, public companies, group relationships, different classes of shares, dividend in kind, or complicated audit and tax issues, extended review and other or supplementary documents are required. Special minority rules in Chapter 18, Section 11 are not included in the standard proposal. The package does not replace an audit, tax consultation, notification to the Swedish Companies Registration Office, or individual advisory work.
Frequently asked questions about subsequent distribution
Can the board decide on a subsequent distribution without a general meeting?
No. According to Chapter 18, Section 1, decisions on profit distribution are made by the general meeting, taking into account the rules on proposals and decisions.
Is the unrestricted equity according to the balance sheet sufficient?
No. Previous transfers of value, changes in restricted equity, and the prudence rule according to Chapter 17, Sections 3–4 must be taken into account.
Is it possible to distribute profit from a not yet adopted periodic report?
No. In the case of subsequent distribution, new profits after the most recently adopted annual report cannot alone be added to the distribution room.
Must the decision be notified to the Swedish Companies Registration Office?
Yes, decisions from a meeting other than the annual general meeting must be notified for registration immediately according to Chapter 18, Section 10.
Is there an English distribution template?
The five Swedish working templates are in Swedish. An English user guide is included, but not an English-language distribution document.
Related documents
- Extraordinary general meeting – minutes, notice, and voting list
- Annual report K2 – limited company
- Share register – shareholder register in Excel/Word/PDF
Official sources
- Swedish Companies Act (2005:551), specifically Chapter 17, Sections 3–4 and Chapter 18, Sections 1–10, 13
- Swedish Companies Registration Office – decision on profit distribution at an extraordinary general meeting
- Swedish Tax Agency – KU31 and information statement regarding dividends, etc.
AI-assisted internal legal source and document check October 19, 2026. No external lawyer or auditor review has been conducted. Always check current rules and the company's actual circumstances before signing or payment.
