Raising capital is essential for growing companies, especially early-stage ones. In challenging economic times, investors expect more – clear strategies, reduced risk, and transparent communication.

Invono One streamlines the capital raising process – from investor dialogue to fully automated share issues – making it easier to attract funding.

Raising capital – structure, endurance, and transparency

Most startups rely on external funding to grow. In pre-seed or seed stages, angel investors are key. The risk is high, but so is the return potential.

However, fundraising is not about "selling a dream" – it's about building trust, showing discipline, and running a professional process.

A changed investment climate post-2023

The post-COVID downturn and economic headwinds in 2023 hit hard. Over 10,500 companies went bankrupt in 2024 in Sweden alone. Angels and VCs now prefer later-stage investments with less risk.

This shift forces startups to reduce perceived risk for investors and demonstrate financial maturity and resilience.

Ten effective strategies for capital raising

1. Keep existing shareholders engaged

   Clear, regular updates build trust.

2. Activate your board in investor relations

   Leverage board experience to engage investors.

3. Cut your burn rate

   Bold cuts show you understand the seriousness.

4. Run smaller bridge rounds

   Easier to close, less valuation risk.

5. Secure guaranteed share issues

   Get commitments upfront.

6. Use simple convertible loans

   Flexible early-stage funding without setting valuation.

7. Offer sweat equity

   Get help from people willing to work for future value.

8. Shift to a revenue-first mindset

   Show how you’ll make money – even small wins matter.

9. Polish your investor presentation

   Be ready with solid data, forecasts, and KPIs.

10. Use Invono One for execution

    Automate share issues, track communications, sign documents digitally.

How Invono One supports capital raising

Invono One helps startups attract capital by offering the structure and tools investors expect.

Key benefits:

• Digital shareholder register

• CapTable+ view for investors

• Automated issuance workflows

• E-signatures for legal compliance

• Investor communications with tracking

Investors trust companies with structure – Invono One helps deliver it.

Summary – It’s all about endurance

Endurance is the startup’s best weapon. Not every idea breaks through fast – but those who persist, adapt, and communicate well survive.

In a world where capital is harder to find, startups must:

• Govern professionally

• Communicate clearly

• Raise creatively

Invono One helps you do all three – and increases your odds of funding success.

The general meeting is the shareholders’ main forum of power. This is where owners influence the company’s governance, appoint the board, and make decisions on capital and legal structure.

Law, control, and strategy converge here. Critical decisions on emissions, the board, and articles of association require informed and active shareholders.

The general meeting – cornerstone of corporate governance

In a limited company, the general meeting is the highest decision-making body. According to the Swedish Companies Act (ABL 2005:551), this is where shareholders formally exercise their rights. In private companies, no authority monitors compliance with shareholder interests – it’s up to the shareholders themselves to act if something goes wrong.

Key functions of the AGM

At the annual general meeting, shareholders decide on:

• Approval of the annual accounts

• Discharge of liability for the CEO and board

• Dividend decisions

• Election of board members

• New share issues

• Amendments to the articles of association

Through attendance, voting, or proxy, shareholders directly influence these outcomes.

Board and CEO responsibility – driven by the owners

The board works on behalf of the shareholders. If it fails to protect their interests, it must be replaced. Each board member is individually responsible for prioritizing shareholder interests. Claiming to be overruled by a strong chair or CEO is no excuse – deviations should be reported, ideally to a nomination committee formed by the largest owners.

You get what you pay for. A professional board member costs approx. 72,000 SEK/year (2,000 SEK/hour × 36 hours). Compensation may be paid in cash or equity – but proper VAT handling is essential.

Share issues – protecting your stake

The meeting determines how new capital is raised:

• Rights issue

  – existing shareholders have pre-emption rights (requires simple majority: 50%)

• Directed issue

  – new investors are brought in (requires qualified majority: 66.7%)

For investors, it's critical to assess whether the company respects pre-emption rights – frequent directed issues may signal weak shareholder protection.

Share classes and voting rights

• Shares of the same class must carry equal voting rights.

• The max ratio between classes is 10:1 (e.g., Class A = 10 votes, Class B = 1 vote).

• Dividends are usually equal, but

  preference shares

  may have priority – often used when shareholders lend money to the company.

Extraordinary meetings and digital participation

• Shareholders holding at least 10% of the votes can request an extraordinary meeting.

• Meetings may be fully digital or hybrid, if allowed by the articles.

• Shareholders unable to attend can appoint a proxy via e-signature.

It’s surprising how few shareholders use their power at meetings – despite this being their strongest governance tool.

Gold bar analogy – the value you’re guarding

Think of a company worth 100 MSEK as 200 gold bars at 500,000 SEK each. Who would you trust to guard and grow that value? That’s the decision you make at the general meeting when electing the board.

Invono One – manage general meetings professionally

Invono One provides end-to-end support for managing general meetings:

• Digital invitations and proxy handling

• Structured resolution and liability discharge tracking

• Version control of the articles of association

• Integrated with board portals, share registers, and nomination committees

Invono One enhances transparency, reduces manual errors, and ensures formal compliance – essential for companies with growing shareholder bases.

Finding new investors requires a combination of networking, digital visibility, and structured documentation. It’s about making a professional impression, having updated investment materials, and actively reaching out to relevant contacts through business networks, industry events, or digital platforms.

Attracting the right investors can be crucial for a company’s growth and long-term strategy. By using the right tools, such as Invono One, you can ensure all documentation, communication, and investment information is accessible and professionally structured – increasing the chances of successful fundraising.

How to Find New Investors – Legal and Strategic Overview

Attracting investors to a company is a strategic process that requires preparation, insight, and structure. It's not just about accessing capital, but about building long-term relationships that can contribute to business development through expertise, networks, and credibility.

1. Identify the Right Type of Investor

The first step is determining what kind of investor is appropriate for the current stage of the company:

• Business angels: Suitable in early stages, often contribute both capital and expertise.

• Venture capital firms (VCs): Typically invest in companies with proven business models and strong growth potential.

• Private equity firms (PEs): Relevant in later growth stages or succession planning.

• Public investors: For example through crowdfunding or listing on growth markets.

Understanding the investor’s goals and criteria is essential for positioning your offer correctly.

2. Prepare Professional Investment Materials

A structured and professional company presentation is essential in the investor process. It should include:

• A pitch deck with business idea, market, team, financials, and growth strategy

• Share register and ownership structure

• Annual reports and financial statements

• Legally relevant documents (e.g., shareholder agreements)

In Invono One, these documents can be compiled in a data room, simplifying due diligence and leaving a professional impression on potential investors.

3. Network in the Right Forums

Building relationships is often key to finding the right investor. Effective channels include:

• Industry events and investor forums

• Accelerators and incubators

• LinkedIn and professional networks

• Events hosted by banks, audit firms, or advisors

With Invono One, companies can document and follow up on investor contacts and maintain structured communication – increasing the chances of successful negotiations.

4. Use Digital Platforms and Investor Networks

There is a growing number of digital platforms where companies can present themselves to investors, such as:

• Deal flow tools

• Crowdfunding platforms

• Specialized investor networks

Having visibility in the right places with the right message is critical – especially for companies in a growth phase seeking capital to take the next step.

5. Ensure Legal and Structural Transparency

Investors expect clear documentation and transparency. It is essential that the company:

• Maintains an updated share register

• Has shareholder agreements and articles of association in place

• Has complied with formalities under company law and best practices

With Invono One, a company's legal structure can remain up to date and easily accessible, which simplifies both due diligence and investor relations.

Invono One – A Tool for Attracting and Managing Investors

Invono One is specifically designed for companies in growth or transaction phases. The platform enables:

• A real-time digital share register and ownership structure

• Easy access to data rooms and documentation

• Structured communication with investors

• Secure handling of formalities related to share issues

By using Invono One, a company positions itself as professional, transparent, and investment-ready – crucial in the competition for capital.

The shareholders’ directive is the owners’ voice in the company – it defines the strategic direction and frames expectations for the board and CEO. It should be concise, no longer than one A4 page, and reviewed annually.

Clarity and commitment: An effective directive aligns ownership, board, and management, reduces risk of misinterpretation, and strengthens governance quality.

The Shareholders’ Directive – a critical document

The shareholders’ directive (ägardirektiv) is where owners express what they want from the company. While not legally binding like a shareholder agreement, it provides strategic guidance with strong authority. It tells the board and CEO what the owners expect in terms of performance and direction.

Why is it so important?

• Minimizes misalignment between owners, board, and management

• Helps ensure the company stays aligned with the owners’ long-term vision

• Provides continuity across leadership transitions

Think of it as a compass – it says where the company should go, not necessarily how to get there. That part is up to the board and the CEO, but always within the directive’s boundaries.

Key principles when drafting a shareholders’ directive

1. Keep it short, clear, and concrete

A good directive fits on one page. Avoid vague wording and instead use concrete goals, KPIs, and parameters.

2. Update it annually during the AGM

The directive should reflect the current state of the market, company maturity, and ownership goals. It should be signed digitally by the CEO, the board, and major shareholders to ensure commitment.

3. Focus on strategic direction, not operational control

The directive should set the priorities – e.g., "profitable growth with minimum 10% EBITDA" – without micromanaging how strategies are executed.

Example structure for a shareholders’ directive

SHAREHOLDERS’ DIRECTIVE – COMPANY AB (updated 2025-06-01)

1. Strategic focus

   The company shall prioritize profitable growth. A minimum EBITDA margin of 10% is mandatory. Growth is welcomed but not at the expense of profitability.

2. Profit-sharing incentive

   20% of defined “surplus profit” may be distributed as a bonus, provided turnover increased by at least 3% compared to the previous year.

3. KPI-based criteria

   a) Turnover increased > 3% b) EBITDA > 10% c) Bonus = 20% of [turnover × (EBITDA% – 10%)]

4. Example

   Turnover = 120 MSEK, EBITDA = 14% → surplus = 4.8 MSEK → 20% = 960 TSEK bonus + social fees.

5. Bonus distribution

6. 20% to the board

7. 20% to the CEO

8. 20% to management

9. 40% to staff

10. Quality and compliance

    The company must be certified and compliant with ISO 9001, 18001, and 27001.

11. Ethical conduct

    Employees may not accept gifts or entertainment from customers/suppliers.

12. CEO expense approval

    All CEO expenses must be signed off by the chairman.

13. Leadership recruitment

    All executive hires must be approved by the chairman, who also joins final interviews.

14. Nomination committee

    The three largest owners form the nomination committee and propose a new board and directive 60 days before the AGM. The updated directive is ratified alongside the board vote.

“Rat on the rope” – accountability in governance

There’s a clear chain of accountability in a limited company:

• The CEO runs operations and hires managers. If mistakes are made, responsibility lies here.

• The board ensures oversight and strategic direction. If they fail to act, responsibility shifts to them.

• The owners appoint the board. Choosing the wrong people or failing to give clear directives means the owners are accountable.

A clear shareholders’ directive ensures the correct distribution of responsibility and minimizes governance failure.

Invono One – digital management of shareholder directives

With Invono One, companies can manage their shareholders’ directives digitally and securely:

• E-signing with audit trail

• Version control of directives

• Role-based access control (owners, board, CEO)

• Integration with board portals and governance documentation

Using Invono One ensures legal and structural transparency while streamlining governance and long-term alignment with ownership goals.

Angel investing has changed. Post-COVID and amid a tough economic climate, angels are more cautious. Startups must reduce perceived risk, communicate effectively, and build long-term relationships.

Invono One provides a digital toolkit to streamline investor communication, share issues, and due diligence – increasing your odds of raising capital.

Angels invest with heart – but demand structure

Angel investors once filled the gap for early-stage startups. Today, they are more selective. The market shift means startups must show not only a great idea but also solid preparation, reasonable valuation, and trust-building behavior.

Three types of startups still raising funds:

1. Cashflow-positive companies seeking growth capital

   More VC-compatible than angel targets.

2. Well-managed shareholder base with loyal supporters

   Existing investors stepping up during downturns.

3. Community or trend-based investments

   E.g., AI or sustainability – driven by hype, not always substance.

Eight tips for attracting angels

1. Price the round realistically

Don't scare off investors with inflated valuations.

2. Secure at least 50% of the round beforehand

Show social proof and lower perceived risk.

3. Offer at least 12 months of runway

Investors want their capital to last – not vanish in 3 months.

4. Activate a board member to lead fundraising

Free the founder to run the business.

5. Maintain ongoing communication with investors

Engagement matters between rounds too.

6. Leverage your shareholder base

Turn them into ambassadors, not just silent owners.

7. Perfect the 30/5/30 pitch

• 30 seconds: spark interest

• 5 minutes: create a hook

• 30 minutes: explain the endgame – “what’s in it for me?”

8. Make your company investment ready

Angels rely on external due diligence. Offer a credible third-party review.

Invono One – a trusted platform for angel engagement

Angel investors invest in people they trust – but they still expect professional-grade materials and process.

Invono One offers:

• CapTable+: Investor dashboards

• Digital share issues: Sign, pay, and track online

• Communication tools: Keep investors updated

• Investor tracking: Anonymous interest and deal registration

• Due diligence readiness: Secure, transparent documentation

It’s not just a pitch – it’s a relationship

Angels invest when they feel a personal connection and professional security. That comes from:

• Trust over time

• Clear expectations

• Realistic growth plans

Invono One helps you deliver all this – consistently, securely, and professionally.

Conclusion – Adapt to the new rules

Capital is still available – but the rules have changed. Succeeding means:

• Lowering risk

• Managing expectations

• Playing the long game

With Invono One, you give yourself the best chance to meet those expectations – and find the right angel investor for your journey.

Leadership is the key to success. True leaders inspire, delegate, and create a clear, positive environment. Managers control – leaders engage.

Structure, culture, and control drive results. Successful companies focus on clear goals (max 3 per employee), routine documentation, and a culture of shared victories and accountability.

Leading a company to success – through leadership, structure, and culture

Success in business doesn’t happen by accident. It requires consistent leadership, strategic structure, and a winning culture. Leadership is about inspiring people, not simply managing tasks.

1. Leadership vs Management – critical difference

A CEO who leads creates engagement. One who only manages risks losing productivity and staff.

2. Clear goals – no more than three

No employee should be responsible for more than three main KPIs. More than that creates confusion. These goals must be:

• Clearly measurable

• Regularly reviewed

• Linked to rewards

The board and CEO should define top-level KPIs together – see Shareholders’ Directive.

3. Breaking down barriers in growing companies

As companies grow, three problems often appear:

• Responsibility silos: "That’s not my job"

• Meeting overload: Too many meetings, too little outcome

• Poor handovers: Departing staff don’t pass on key knowledge

Solution:

• Promote a collaborative culture:

  Reassign or exit those who resist.

• Structure meetings:

  • Every meeting has a signed protocol (by convener, recorder, and one verifier)

  • At least one action point assigned per meeting

  • All protocols visible to CEO and managers

• Document responsibilities weekly:

  • Staff document tasks using a standardized template

  • Managers e-sign

  • Documents stored in a shared cloud library

  • New hires get instant onboarding materials

4. Celebrate small wins – build a success culture

Recognizing achievements fosters motivation and cohesion. Ways to do this:

• Cross-departmental goals

• Company-wide bonus targets

• Regular celebrations of success, big or small

A united culture wins more – together.

5. Control systems – with responsibility

Scalable companies need governance, not micromanagement. Use:

• CEO instruction documents

• Attestation policy (clear approval chains)

• Continuous liquidity and compliance checks

• Performance tracking for the CEO and leadership

CEO pay and expenses should be electronically signed off by the chair each year and monthly.

Invono One – your platform for success

With Invono One, companies can:

• Use a digital

  board portal

  for meetings, protocols, and decisions

• Store staff routines and workflows in a shared repository

• E-sign policies, instructions, and meeting notes

• Align KPI tracking with strategic documents

• Ensure transparency between management, board, and shareholders

Invono One enables structure, responsibility, and transparency – essential traits for any company aiming for success.

Being a board member is not an honorary position. It’s a professional, time-consuming responsibility. You represent the shareholders and are tasked with protecting and growing their investment.

The board governs – the CEO operates. The board appoints the CEO and oversees the company’s performance based on strategy, legality, financial control, and ethical standards.

The board’s role – accountability and long-term governance

Serving on a board means working on behalf of the owners to steer the company strategically, appoint the CEO, and ensure proper oversight. It's not about prestige – it's about competence, follow-up, and trust.

It’s not glamorous – it’s work

A board member is expected to:

• Understand the business

• Prepare and attend meetings (~6 per year)

• Review materials and financials

• Monitor legal and financial risk

• Support the CEO – and replace them if necessary

Responsibility structure – from shareholders to staff

Shareholders’ directive – the board’s compass

The board must be guided by a clear and annually updated shareholders’ directive. It sets the strategic goals, financial benchmarks, and overall expectations.

CEO and leadership control

The board appoints the CEO and ensures performance. It does not micromanage operations. If board members are pulled into daily operations, it signals either the wrong CEO or the wrong chair.

Continuous oversight includes:

• Liquidity monitoring

• Ensuring tax compliance

• Legal and ethical compliance

• CEO compensation approval (annually) and expense attestation (monthly)

KPI-based reporting – stay focused

Good CEOs present focused reporting. Poor performers hide behind complexity. The board should monitor only three key KPIs, such as:

1. Revenue growth

2. EBITDA margin

3. Customer churn or lifetime value

Each can be broken down within departments, but the board must stay focused.

Compensation – pay for professionalism

You get what you pay for.

A professional board member should be paid at least 2,000 SEK/hour – about 72,000 SEK/year. The chair earns at least double. Compensation can be in:

• Cash

• Equity (with proper VAT handling)

Clear instructions ensure control

Two essential policies:

• CEO Instruction – what the CEO is responsible for and how reporting should work

• Attestation Policy – defines expense approval down the org chart

This ensures clarity and prevents grey areas of responsibility.

Invono One – board governance made professional

With Invono One, boards work more efficiently and securely:

• Digital board portal (agendas, minutes, resolutions)

• Integrated shareholder directive, share register, and governance docs

• Auditor access to relevant documents

• E-signing of CEO salary and expenses

• Audit trail and control for discharge of liability

Invono One helps boards manage their mandate professionally and keeps them accountable – which is vital in investor-led companies.

Investment readiness means a company is prepared to attract and secure external investments. It involves having a clear corporate structure, financials, governance, and legal compliance – so investors can efficiently assess risk and potential.

For investors, it provides confidence: An investment-ready company demonstrates professionalism, transparency, and operational control, simplifying due diligence and lowering the threshold for investment.

What is investment readiness and why is it important for both companies and investors?

Investment readiness refers to a state where a company is fully prepared – strategically, operationally, and legally – to engage with external investors. It's not just about seeking capital but about being structurally and mentally ready to receive it.

What does investment readiness mean for the company?

An investment-ready company has:

• A clear, scalable business model and strategy

• An accurate corporate structure

• Formal governance documents like share registers, shareholder agreements, articles of association, board protocols

• Complete financial data: budgets, forecasts, cash flow, historicals

• Prepared investment materials: pitches, teasers, and a data room

• Legal compliance: with local laws like the Companies Act, GDPR, etc.

Equally important is internal readiness – the company must understand what it means to bring in investors, including implications for ownership, valuation, and governance.

What does investment readiness mean for the investor?

For the investor, an investment-ready company offers:

• Lower risk: good documentation reduces legal and operational uncertainties

• Faster decisions: everything needed for evaluation is readily available

• Clearer communication: goals, structure, and values are transparent

• Efficient due diligence: especially critical for VC and PE investors managing multiple deals

Investors are not just looking for a great idea – they’re seeking a trustworthy partner to create long-term value.

Shared benefit – an aligned meeting point

When both company and investor meet at a shared baseline of clarity, professionalism, and readiness, the outcome is:

• Faster funding rounds

• Stronger valuations

• Fewer legal hurdles

• Greater mutual trust

The process becomes not only more efficient, but more valuable and fair to both sides.

The investment readiness process

Investment readiness is not a fixed state – it's an ongoing process:

1. Internal review: assessment of legal, financial, and strategic positioning

2. Formalization: updating legal documents and internal structures

3. Digitalization: organizing documentation in a professional data room

4. Pitch preparation: creating compelling investment materials

5. Dialogue training: preparing for investor meetings and expectations

6. Due diligence simulation: reviewing everything from an investor's perspective

This process is essential for growth companies aiming to attract venture capital, angel investors, or institutional funds.

Invono One – a platform for investment readiness

Invono One is a critical tool for companies that want to achieve and maintain investment readiness. It offers a digital infrastructure for corporate governance and documentation.

With Invono One, companies get:

• A modern data room ready for due diligence

• A legally compliant digital share register

• A board portal for digital meetings, minutes, and decisions

• Document control with audit logs

• Ability to invite investors to view selected documents

• Full control over ownership structures and incentive programs

Invono One not only accelerates capital raising but ensures companies stay investment ready over time – a crucial advantage for sustainable growth.

A solid Articles of Association protects both company and shareholders. It reflects the ownership structure, governs share classes, voting rights, and meeting procedures – ensuring clarity and adaptability for future changes.

It must be modern, concise, and legally precise. A good Articles is digital-friendly, ownership-aware, and aligned with current shareholder dynamics.

The Articles of Association – legal cornerstone of ownership

The Articles of Association (bolagsordning) is a mandatory legal document that defines the internal rules of a Swedish limited company. Filed with the Swedish Companies Registration Office, it binds the company, board, and shareholders.

As private companies increasingly raise capital from a large number of investors, the need for a well-drafted, modernized Articles has never been greater.

As an investor, the Articles should be one of the first documents to review – it reveals the company’s governance maturity and shareholder approach.

Key elements of a well-drafted Articles of Association

1. Share capital, number of shares, share classes

• Minimum and maximum capital

• Number of shares (min and max)

• Share classes (A, B, preference, etc.)

• Voting rights (max 10:1 ratio allowed)

• Dividend rights – usually equal, but preference shares may have priority

The Articles should also clearly define pre-emption rights during new issues – crucial for shareholder protection.

2. Board and auditor provisions

• Number of directors and terms

• Rules around board alternates

• Auditor requirement

Having an auditor is essential for companies raising capital. Without one, investor confidence drops and transaction costs rise.

With Invono One, auditors can securely access protocols and governance materials, improving compliance and efficiency.

3. General meeting procedures

• Recommended notice period: 14 days

• Allow notice via email

• Specify ability to hold digital or hybrid meetings

Digital AGMs create fairness in widely-held companies – and should be explicitly permitted in the Articles.

4. Annual general meeting agenda

Should include:

• Presentation of the annual report

• Discharge of board and CEO

• Dividend/reserve decision

• Election of board and auditor

• Decisions on remuneration

Clear agendas help manage expectations and align governance processes.

5. Share transfer restrictions

• May include:

  • Right of first refusal

  • Consent clauses

  • Redemption clauses

Our recommendation: Avoid such clauses in companies with >20 shareholders. They add administrative burden and hinder healthy ownership turnover. Instead, use shareholder agreements for key-person conditions.

Risks of an outdated Articles of Association

Failing to update the Articles can:

• Delay fundraising

• Deter investors

• Create confusion about rights

• Lead to disputes in ownership transitions

A good Articles should support – not limit – the company’s growth.

Invono One – digital governance done right

Invono One enables professional Articles management:

• Secure versioning and audit trail

• Alignment between Articles, board resolutions, and share register

• Meeting invitation and digital voting tools

• Auditor and committee access controls

Invono One transforms governance into a scalable, transparent process – especially critical when your shareholder base grows.

Private companies may have unlimited shareholders. There is no limit of 200 owners – a common misconception. The 200-person rule applies only to new share offers to new investors.

No need to become a Euroclear-registered company. As long as the company handles its own share register (a "coupon company") and is not listed, Euroclear registration is not required.

Common misunderstandings clarified – the law on private companies

The Swedish Companies Act (ABL 2005:551) sets the framework for all limited companies in Sweden. For private, non-listed companies, there are some frequent misunderstandings:

1. How many shareholders can a private company have?

No upper limit.

There is no legal cap on the number of shareholders in a private company. The confusion often stems from the marketing/spread restriction in share offerings, not the number of existing shareholders.

Modern cloud platforms like Invono One now make it easy to manage hundreds or even thousands of shareholders – securely and legally.

2. Do we need to become a Euroclear company?

Only if you're listed.

Becoming an "avstämningsbolag" (Euroclear-registered company) is required only for:

• Publicly listed companies

• Private companies that choose to register with Euroclear

You are not required to register just because you have 200+ shareholders.

Benefits of staying private and self-managed:

• Closer communication with shareholders

• Lower costs

• Full control over the shareholder registry

3. What is the 200-person share offering rule?

Max 200 new investors per share issue.

A private company cannot offer new shares to more than 200 new investors in one issue. However, you may exceed this number if recipients have pre-registered their interest.

Example: Almi can send to 1,000 recipients because they’ve all opted in.

4. When is a prospectus required?

Not for private placements to known investors.

The EU Prospectus Regulation only applies if:

• The offering is public, or

• The securities are to be traded on a regulated market

Thus, private placements to pre-qualified investors in a non-listed company are exempt from prospectus rules.

5. Why manage your own share register?

• Better shareholder communication

• Full ownership of data

• Lower administrative costs

• Easier invite management for AGMs and issues

Modern platforms remove the historical barriers of manual tracking and ensure full legal compliance.

How Invono One supports ABL-compliant ownership management

Invono One enables companies to manage their share registry and shareholder communication efficiently and legally.

Key features include:

• Cloud-based, always-updated share ledger

• CapTable+ to manage equity structure professionally

• Secure shareholder login portal

• E-signing for documents, AGMs, full powers, and share issues

• Shareholder-managed contact updates

• Email automation for meetings and reports

Best practices for maintaining shareholder trust

• Send regular CEO letters

• Host quarterly Q&A video sessions

• Enable digital voting and AGM attendance

• Offer transparent performance updates

Respected shareholders become long-term partners. Keep communication clear and ownership data reliable – with Invono One as your governance backbone.

Efficiency and transparency: Digital corporate governance enables faster decision-making, better documentation, and clearer responsibilities. With digital tools, tracking decisions, meeting minutes, and reporting becomes significantly easier.

Compliance and security: Digital systems ensure that the company complies with current legislation such as the Swedish Companies Act and GDPR. This reduces human error and creates a secure, traceable, and legally correct governance system.

What is digital corporate governance and why is it necessary?

Digital corporate governance refers to the use of digital tools and platforms to support a company’s governance structure, processes, and regulatory compliance. As the business environment grows more complex and regulatory requirements become stricter, digital governance has evolved into a foundational element of modern corporate management – regardless of company size.

Legal and regulatory requirements

Swedish companies are legally required under the Swedish Companies Act to follow structured decision-making processes and to document items such as board meeting minutes, shareholder records, and annual general meetings. Manual or informal methods present legal and operational risks – especially during audits, due diligence, or legal disputes.

Digital corporate governance provides a centralized, traceable platform where all governance documentation is correct, up-to-date, and easily accessible. This is also vital for compliance with GDPR, where personal data must be handled in a controlled and auditable way – something hard to achieve with traditional workflows.

Efficiency in governance processes

Digital governance significantly reduces the time and effort required to organize, communicate, and follow up on board activities, shareholder meetings, and decision logs. It ensures that the right people access the right information at the right time – all in compliance with internal policies and external laws. This is especially critical in companies with multiple stakeholders or investors.

Automation features such as secure document distribution, e-signatures, document locking, and audit trails contribute to streamlined operations and reduced administrative burden.

Transparency, accountability, and control

Digital tools make it clear who did what, when, and why. This fosters a culture of transparency and accountability, building trust both internally and externally. Investors, auditors, and regulators gain clear insight into how the company is managed, thereby enhancing the company’s credibility and valuation.

How Invono One supports digital governance

Invono One is a specialized platform for digital corporate governance and equity management. It offers a complete ecosystem covering all critical governance functions:

• The board portal includes access to meeting invitations, agendas, minutes, supporting documentation, and e-signatures – all traceable in one place.

• Shareholder services and a digital shareholder register simplify administration and communication with stakeholders.

• A secure data room supports due diligence, investments, and audits.

• Automated logs and history provide full compliance and control.

The platform is designed to handle both early-stage startups and larger corporate groups. Since Invono One is tailored to Swedish regulations, it ensures legal certainty and administrative reliability.

Conclusion

Digital corporate governance is no longer optional – it's essential for running a company with legal integrity, operational efficiency, and professional transparency. Invono One provides an all-in-one solution that helps companies meet legal requirements, streamline governance, and build trust with stakeholders. By going digital, businesses reduce risk, improve control, and lay the foundation for sustainable growth.

Informed shareholders are engaged shareholders. Clear and consistent communication builds trust, increases the chance of reinvestment, and supports alignment in decision-making.

Invono One simplifies shareholder communication. With digital signing, delivery tracking, and centralized access to documents, shareholders get the information they need – while reducing the administrative burden on the company.

Keeping shareholders informed – essential for sound governance

A company’s success isn’t just about products or leadership – it also depends on how well its shareholders are informed and engaged. In growing companies with many investors, communication gaps can lead to legal risks, poor decisions, or loss of trust.

Reasons to keep shareholders informed:

1. To meet legal obligations – e.g. AGM notices (Companies Act Chapter 7)

2. To allow shareholders to make informed decisions – especially on share issues

3. To build long-term trust and loyalty

4. To prevent disputes and passive ownership

Risks of poor shareholder communication

• AGM notices don’t reach the correct contacts

• Shareholders miss key documents before voting

• Rights issues are missed due to lack of notice

• Misinformation spreads about the company’s value or direction

Keeping shareholders informed prevents confusion, disengagement, and legal complications.

Invono One – your platform for professional shareholder communication

Invono One enables secure, centralized, and transparent communication between companies and their shareholders.

Key features that support communication:

• E-signing for notices, proxies, resolutions, and meeting minutes

• Communication center with email delivery and open tracking

• Access to documents via CapTable+ investor portal

• Central archive for governance materials

• Automated reminders for key events

• Contact update sync across all portfolio companies

How to build shareholder trust through communication

• Send a CEO update monthly or quarterly

• Invite to quarterly Q&A video calls

• Provide direct access to key documents and decisions

• Show respect by giving full transparency into their investment

Communicating well with shareholders is a strategic advantage

Companies that communicate:

• Clearly and consistently

• With timely, relevant updates

• And show they value their shareholders

…are more likely to retain investors and grow.

With Invono One, you turn communication into a strength – and build a base of informed, long-term shareholders.

Keeping the shareholder register accurate is the board’s legal duty. But shareholders must report updated contact details themselves. If they fail to do so, they risk missing critical information like general meetings or share offerings.

Invono One syncs shareholder data automatically. One update by the shareholder reflects across all portfolio companies – saving time, avoiding errors, and maintaining trust.

Updated shareholder data – a legal and strategic necessity

According to the Swedish Companies Act (ABL 2005:551), Chapter 5, Section 7, the company’s board must:

“maintain the share register and make it available to everyone.”

That means the board is legally responsible for keeping the share register updated – but only if the shareholder has provided new information. Without this input, the board cannot be held accountable.

Risks of outdated shareholder data

Example:

A shareholder changes their email but doesn’t inform the companies. As a result:

• Misses general meeting invites

• Misses the chance to subscribe in a rights issue

• Misses updates on share value or financial reports

This could lead to missed rights and financial losses – with no clear way to assign legal blame afterward.

How Invono One solves this – automation and visibility

Invono One is a secure, cloud-based platform for shareholder communication and registry management.

Key features:

• CapTable+ dashboard: Shareholders log in to see all their portfolio holdings

• Automatic data sync: An email update by the shareholder is pushed to all relevant companies (if using Invono One)

• Communication center: Boards can track email deliveries and openings

• E-signing tools: Simplify document and meeting participation

• Full transparency: Shareholders always access their ownership data and history

Benefits for the company – less admin, more trust

By educating shareholders to update and manage their info via Invono One, companies:

• Reduce back-and-forth for updates

• Avoid missing contact info during meetings and share issues

• Deliver better investor relations

• Save time during audits and year-end reporting

Respecting your shareholders means making ownership easy

Professional companies simplify ownership administration for their shareholders. That includes:

• Transparent documentation

• Reliable communication

• Direct access to personal ownership data

• Automated updates

With Invono One, you build a stronger, smarter, and more trusted relationship with your shareholder base.

The owners hold the ultimate responsibility. They set the direction through the appointment of the board and the issuance of a clear shareholders’ directive.

The board and CEO manage – but the owners lead. If the board fails, it is the owners’ duty to act. Otherwise, they risk losing control over their investment – symbolically, the gold bars.

Owners’ responsibility – the foundation of corporate governance

In a limited company, it may seem like the board or CEO holds the ultimate power. But in truth, it’s the owners who bear the highest responsibility. This is carried out through three essential steps:

1. Communicating intent – via a shareholders’ directive

2. Appointing a competent and engaged board

3. Following up and acting when needed

1. Shareholders’ directive – the owners’ tool

A well-written directive gives the board and CEO clear instructions about the company’s goals and direction. It should be concrete, measurable, and updated annually. When done right, it minimizes misunderstandings and strengthens accountability.

Long-term governance starts with clear intent.

The directive should be signed by the CEO, board, and major shareholders to establish commitment.

2. The board – the owners’ extended arm

It is the owners’ responsibility to ensure the board has the skills, motivation, and incentives to represent them effectively. They must:

• Ensure the board understands and follows the directive

• Appoint professionals with the right competence

• Compensate them fairly – either through fees or future ownership

A qualified board member is worth around 2,000 SEK/hour. If not paid directly, equity-based incentives like options can align their interests with the company’s growth.

3. Accountability chain – “rat on the rope”

When things go wrong – who is to blame?

This chain of responsibility is clear:

• The CEO runs operations. If failures happen repeatedly, the board must act.

• The board oversees direction and risk. If they don’t act, the owners must intervene.

• The owners appoint the board. If they’re passive or unclear, they are accountable.

Gold bar analogy

Thinking of the company’s value as gold bars makes the importance of governance tangible. Without active owners or a capable board, it’s like leaving gold unguarded – exposed and unmanaged.

Owners must guard their gold – by appointing the right board and setting clear expectations.

Invono One – a platform for responsible ownership

Invono One provides digital infrastructure that supports owners in fulfilling their responsibilities. With structured tools for governance and documentation, ownership becomes:

• Traceable – Directives, decisions, and accountability are documented

• Transparent – Clear communication of roles and responsibilities

• Efficient – Annual updates and sign-offs done in minutes

Key features:

• Digital signing of directives

• Board portal with meetings and protocols

• Ownership documentation (share register, agreements)

• Nomination committee support

• Secure document storage

Invono One ensures that no gold is left unguarded – it empowers owners to actively manage, protect, and grow their investment.