Andelsbaserad gräsrotsfinansiering som alternativ finansieringsform? - En studie av de juridiska förutsättningarna för privata aktiebolag

Sammanfattning: Crowdfunding is a growing alternative form of financing, both in Sweden and internationally. This form of financing is characterized by the fact that many investors together invest a relatively small but overall significant amount of capital in a business idea or project. Equity crowdfunding is a variant of crowdfunding which means that the investor acquires shares in the invested company in. The digital development has made it easier for companies to reach a significant group of people via digital platforms with offers of such crowdfunding. Equity crowdfunding is suitable for companies that are in a capital-intensive development phase and constitutes a relevant complement to other forms of financing. Sweden is one of the world's most innovative countries and as a result new companies that demand financing are continuously formed. Crowdfunding has the potential to have several positive effects for such companies and on the Swedish market in general. At government level, such a development seems desirable. Crowdfunding has long lacked a special regulation and has thus been able to be subject to several different regulations, or none. On November 10, 2021, an EU regulation came into force that specifically regulates crowdfunding. In the case of Sweden, regarding equity crowdfunding financing of private limited companies, the applicability of the regulation is uncertain due to Swedish company law regulation. Private limited companies and their shareholders are not allowed to distribute the company’s shares to the public, according to the distribution ban in chapter 1 § 7 Companies Act (SFS 2005:551). Depending on the interpretation of the distribution ban, it may be an obstacle for private limited companies to apply for equity crowdfunding, and it may be an obstacle for such crowdfunding to be covered by the new EU regulation. The thesis aims to investigate the legal conditions that exist for equity crowdfunding of private limited companies. The area in focus is the new EU regulation and how the uncertain legal situation may change as a result. The thesis concludes that the regulation of equity crowdfunding of private limited companies is unsatisfactory as the uncertain legal situation risks hampering the development of crowdfunding. The legislator intends to regulate the area to develop this form of financing, which, in the light of the dissertation's conclusions, is desirable.