Swedish law · Eyer Juridik AB
Shareholder & Ownership Disputes
Disagreements between owners can paralyse a company. For foreign shareholders in a Swedish company, it is important to understand both the protections offered by the Companies Act and the rights set out in any shareholder agreement.
We advise majority and minority shareholders, and companies themselves, in ownership disputes concerning Swedish limited companies.
Common issues for international companies
- Deadlock between equal shareholders
- Minority shareholders excluded from information or influence
- Breach of a shareholder agreement, including non-compete or transfer restrictions
- Disputes over valuation and buy-out of shares
- Claims for damages against board members or majority shareholders
How Eyer Juridik AB can assist
- 01
Analysing rights under the Companies Act, articles of association and shareholder agreements
- 02
Negotiating structured exits and buy-outs
- 03
Advising on general meeting challenges and minority protection
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Representing clients in court proceedings and arbitration
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Drafting shareholder agreements that reduce future dispute risk
Minority protection under the Companies Act
Shareholders holding at least ten per cent of all shares may require the board to convene an extraordinary general meeting to deal with a specified matter (Chapter 7, section 13). The appointment of a minority auditor (Chapter 9, section 9) or a special examiner (Chapter 10, sections 21–22) is a separate procedure: it is decided by Bolagsverket on application. An application may be made by owners of at least ten per cent of all shares, or by any shareholder where a proposal to appoint an auditor or examiner has been dealt with at a general meeting and was supported by owners of at least ten per cent of all shares or at least one third of the shares represented at the meeting.
A resolution of the general meeting may be challenged in court if it was not adopted in the correct manner or otherwise contravenes the Companies Act or the articles of association. As a main rule, such an action must be brought within three months of the resolution.
A shareholder holding more than 90 per cent of the shares has the right to buy out the remaining minority, and minority shareholders have a corresponding right to be bought out (Chapter 22 of the Companies Act). Disputes over such compulsory acquisitions are resolved by arbitration. Shareholder agreements are binding only on their parties and are enforced through contract law.
This page provides general information only and is not legal advice for any specific situation.
Frequently asked questions
Is a shareholder agreement binding on the company?
Not in itself. A shareholder agreement binds the shareholders who sign it. Provisions that should bind the company, or future shareholders, may need to be reflected in the articles of association.
Can a minority shareholder force the company to be dissolved?
Only in limited circumstances, for example where a majority shareholder has intentionally abused its influence. In practice, negotiated exits are far more common.
Are shareholder disputes usually resolved in court?
Many shareholder agreements contain arbitration clauses, and compulsory buy-out disputes are always referred to arbitration. Other matters, such as challenges to general meeting resolutions, are heard by the courts.
Contact
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