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Conversion clause

Conversion clause

A conversion clause is a provision in the articles of association allowing shares to change class.

What is a conversion clause?

A conversion clause (Swedish: omvandlingsförbehåll) is a provision in the articles of association that allows a share of one share class to be converted to another, for example from an A-share to a B-share. It sets out the conditions and who can request it.

 

A conversion clause and the share ledger

A conversion clause must be shown in the share ledger. When a conversion takes place, the change of class is registered with Bolagsverket. The share ledger must then show which class each share belongs to, since this can affect voting rights.

Record events in the share ledger
Henrik Kristensen, NVR
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Related terms

Transfer restriction

A transfer restriction is a condition in the articles of association that limits how shares may be transferred.

Share class

Share class refers to different types of shares in a company, e.g. A and B shares, with different rights.

Conversion of shares

Conversion of shares means shares are converted from one share class to another.

Reclassification of shares

Reclassification means shares change share class, for example from A to B shares.