Kapitalsättning

Kapitalsättning is a term used in Swedish corporate finance to describe the process by which a company increases its registered share capital through contributions from shareholders or new investors. The aim is typically to strengthen the company’s equity base, improve solvency, or fund ongoing activities and growth. When capital is added, the ownership structure and voting power of existing shareholders can change, depending on how the capital increase is executed.

The capital increase can take several forms. A kontantemission involves payment of cash for new shares. An apportemission uses non-cash assets as consideration for the new shares. A rights issue allows existing shareholders to subscribe for the new shares pro rata, preserving their ownership percentage, while private placements target new investors outside the current shareholder base. In all cases, the terms of the emission, such as the number of new shares and the issue price, are typically decided by the board and approved by the general meeting.

The process usually requires changes to the company’s articles of association and registration of the capital increase with the Swedish Companies Registration Office (Bolagsverket). In how the new capital is valued, especially for apports, may involve external appraisal and accounting considerations. Tax implications can also arise for both the company and the subscribers, depending on the jurisdiction and the form of consideration.

Kapitalsättning is a common tool in corporate finance, used in routines ranging from ordinary strengthening of equity to reorganization or rescue financing. It is distinct from other forms of capital support, such as loans or debt conversions, by resulting in an increased equity base.