The Swedish version of StartupTools has been live since 2015 (then launched under the name StartupDocs.se). Our Swedish legal partner and lawyer Mattias Larsson has helped out since day one and he has done most of the legal work related to the documents published here. This changelog concerns the documents available for download.
27 June 2022
These changes have been made to comply with updates to Employment Protection Act, 1982:80 (Swedish: Lagen om Anställningsskydd, 1982:80) coming into effect on the 29th & 30th of June 2022
Permanent / probationary employment:
- Title/position no longer optional
- Added: “The salary is paid monthly to the bank account provided by the Employee”
- Added specification of how many working hours per week as well as introduced “ordinary working hours”
- Changed 2.2, no longer generally prohibiting other employments. Now permitted unless harmful in terms of competition or performance.
- Added: Specification of “mandatory law” under “Termination” as the Employment Protection Act, 1980:82 (Swedish: Lagen om Anställningsskydd, 1980:82)
- Added: “The Company pays employer’s contributions to the Swedish state covering this employment.”
Hourly employment, same as for Permanent /probationary and:
- Allmän visstid changed to särskild visstid
Managing Director, same as for Permanent /probationary and:
- Introduced that some parts of LAS is applicable to this type of employment
11 May 2022
QESO agreements
- Updated agreements to conform with new rules as per January 1, 2022
- Added separate agreement for board members
29 October 2021
Employee Agreements (Permanent/Probationary & Managing Director)
- Fixed minor typo
- Adjusted formatting
04 October 2021
Qualified Employee Stock Options (QESO)
- Minor non-material updates to header & introduction text
- (For changes related to legal text, see update from 18th of May below)
02 July 2021
Employee Agreements
Managing Director & Permanent or Probationary Employment
- Consistency reassurance clause added
- Optional clawback of pre-paid vacation added
- Personal data clause updated
- Shortened non-competition period from 24 to 18 months as longest recommendation
(this is a StartupTools Standard update) - Built out the comments with more full explanations
Permanent or Probationary Employment
- Merged the previous agreements of “Probationary” vs. “Permanent” employment to one agreement
- Added probation as optional in the merged agreement
Hourly Employment
- Consistency reassurance clause added
- Added options for fixed amount of hours per week alt. % of employment
- Removed “Termination” clause
- Updated clause regarding personal data
- Removed non-competition clause
(this is a StartupTools Standard update)
18 May 2021
TL;DR
Shareholders’ Agreements (SHA), all versions
- Vesting clause completely rewritten
- Vesting now less generous to leaving founders
- Vesting guidelines changed to 3-8 years/5-10 years (with/without investors)
- Required votes for drag-along changed from 1/2 to 2/3
- Updated for easier use
Term Sheets (TS) & Subscription Agreement (SubA)
- Updated to comply with new SHA, (TS & SubA)
- “Existing Shareholders'” removed, (SubA)
SWEAT
- The consultant now invoices quarterly rather than everything initially
Updates to The StartupTools Standard
- Vesting
- Vesting is now more friendly toward staying founders/shareholders if one founder leaves the company – and conversely more strict on leaving founders
- The leaving shareholder can keep fewer shares (in case of Bad Leaver) and the unvested shares are sold for a lower value (in case of Good Leaver)
- Vesting guidelines changed to 3-8 years/5-10 years (with/without investors)
- A 90% majority can now change the agreement as long as no party is treated disproportionally worse than any other party
- In case of a future financing round, a qualified majority can force all parties to sign the necessary agreements to make the financing round happen (as long as no party is affected worse than any other party)
- Required votes for drag-along changed from 1/2 to 2/3
- Non-Competition clause removed as default for non-permanent employments (Swedish: Allmän visstid)
These changes to TheStartupTools Standard has been thoroughly considered and passed the review of multiple trusted advisors within the Startup community. We believe that making these changes will achieve these main objectives:
- Contribute to keeping the cap-table of startups clean, even through the unfortunate event of losing a founder. Regardless of the reason for the leave. In our experience this is crucial to give the startup the best chance for future growth, in particular after losing a founder (changed vesting)
- Removing the (minimal) risk of hostage keeping for technicalities. That is when a minor shareholder wants disproportionate influence to consent to obvious minor changes/improvements of the Shareholders’ Agreement which does not change the relationship between the Shareholders (90% majority for changes)
- Keep The StartupTools Standard relevant through following the development of the market
Full Version
Shareholders’ Agreements
- Released Premium Versions for sale with additional guidance and commentary – webshop
- Vesting clause is completely rewritten to make it much easier to understand(note: The StartupTools Standard regarding vesting is also updated – see more above)
- Required votes for drag-along changed from 1/2 to 2/3
- Some general restructures to make the contracts more easily accessible for all users
- If liquidation preference is to be used in the Shareholders’ Agreement With VC Lead Investor-version (it is still optional), it is now implemented via real preference shares (previously only a contractual liquidation preference). The other SHA versions does not have an option for liquidation preference
- Simplified and shortened the veto rights of the lead investor/investor majority/founder majority
- Investors have a right to transfer their shares within their group
Subscription Agreement (SubA)
- Updated to comply with new SHA
- Removed “Existing Shareholders” from the agreement, so now only the company, founders and new investors need to sign it
- Minor updates for readability and bug fixes
Term Sheet
- Adaption to new Shareholders’ Agreement versions
- Minor replacements of words for clarification
WISE Convertible
- Added Confidentiality Clause
- Minor language changes, nothing material
SWEAT
- The consultant now invoices quarterly rather than everything initially
Qualified Employee Stock Options (QESO)
- A narrower definition of “good leaver” introduced aligning even closer with the relevant Swedish tax law from January 2018
- Minor non-material updates to language
18 December 2019
- Launched SWEAT advisor options, which standardizes the expectations and compensation between startups and advisors.
19 December 2018
- Added WISE convertible. Inspired by Y Combinator’s Safe documents (which have become standard in the U.S.), the WISE mimics a convertible loan, but can never be repaid and has no interest rate, hence it counts as equity (instead of debt) in the balance sheet.
- Also added a brief introduction to startup funding in general for Swedish startups in particular.
- Added lots of explanatory comments in the founders’ agreement and the shareholders’ agreements, making them easier to read and understand.
- Launched this international website StartupTools.org, replacing many local StartupDocs.xx sites. Thanks Victor Ginsburg Müller for the design!
10 May 2018
- Mainly formatting updates to the shareholders’ agreements. Now it’s much easier to export to other formats.
- Added a new version of the shareholders’ agreement for companies with investors but no lead investor.
24 April 2018
- Added guide and documents for the new low-tax qualified employee stock options for startups (“QESO”). Huge thanks to lawyer Ian Slettengren for making this possible.
- Several updates to the shareholders’ agreements
14 December 2017
- Major review of investment documents and founders’ agreements.
- Added non-disclosure agreements:
- One-way NDA
- Two-way NDA
23 December 2016
- Added employment agreements:
- Permanent employment
- Probationary employment
- Hourly wage
- Managing director
26 January 2016
- Simplified redemption/vesting clause in employee warrant agreement.
3 December 2015
- Added founders’ agreement for companies without investors.
- Added instructions for investments without lead investor.
- Added support for physical founders.
- In shareholders’ agreement, non-compete now relates to ownership (not employment).
- Added guide and template for unit economics.
28 April 2015
- Added schedule 3 in the subscription agreement, including minutes from general meeting and board meeting.
- Fixed minor typo in term sheet.
- Clarification of tax consequences in the guide to stock options.
31 March 2015
- First version of documents for seed investments:
- Also release tools for warrants to employees:
- Warrant guide for Swedish startups
- The documents needed to implement stock options
- Let’s give Mattias Larsson some love for putting huge efforts into these documents.
