A consent clause (Swedish: samtyckesförbehåll) is a transfer restriction in the articles of association meaning that a transfer of shares requires the company's consent. It lets the company control who becomes a new owner. The conditions are governed by the Swedish Companies Act and set out in the articles.
Consent clauses are often used together with a pre-emption clause or a right of first refusal clause. The fact that the shares are covered by a restriction must be noted in the share ledger. Once approved, the new owner can be entered.
A transfer restriction is a condition in the articles of association that limits how shares may be transferred.
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A pre-emption clause gives existing shareholders the right to buy back shares that have passed to a new owner.
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A right of first refusal clause gives named persons the right to buy shares before they pass to a new owner.
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The articles of association are the basic rulebook that governs how a limited company operates.
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