The articles of association are a mandatory document setting out the basic rules for a limited company. They are decided by the owners and registered with Bolagsverket.
Under the Companies Act the articles must state, among other things, the company name, its business, the limits of the share capital, the number of shares and any share classes. They also govern transfer restrictions such as a pre-emption clause, which control how shares may be transferred — so they are central when interpreting a transfer of shares.
The Swedish Companies Act (ABL) is the law that governs how limited companies are formed and run.
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Share class refers to different types of shares in a company, e.g. A and B shares, with different rights.
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A transfer restriction is a condition in the articles of association that limits how shares may be transferred.
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A shareholders' agreement is an agreement between shareholders governing how they should act in the company.
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