A shareholders' agreement is a private agreement between some or all of the shareholders in a limited company. It governs matters not covered by the articles of association, such as how shares may be sold, how decisions are made and what happens if an owner wants to leave.
Unlike the articles of association, a shareholders' agreement is not public and is not registered with Bolagsverket. But its terms — such as a transfer restriction or a pre-emption clause — often affect how a transfer of shares must be handled in the share ledger.
A share purchase agreement (SPA) is the agreement that sets out the terms when shares in a company are sold.
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The articles of association are the basic rulebook that governs how a limited company operates.
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A shareholder is a person or company that owns one or more shares in a limited company.
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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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