Sweden is a business-friendly country and starting up a company or branch based in Sweden is relatively easy compared to other European countries. The first thing to do is to determine what kind of enterprise you want your business to be. The different options are a limited liability company (aktielbolag), a sole trader (Enskild Näringsidkare), a trading partnership (Handelsbolag) and or limited partnership (Kommanditbolag) or a branch (filia) of a foreign based company.
Company formation in Sweden is performed on the basis of some rather standard actions. Company incorporation in Sweden includes drafting the articles of association, the passport copies, the specimen signatures and other forms obtained from the company registration office. Some public notary procedures must be taken care of. A registered office in Sweden is necessary for company formation in Sweden, as well as a bank account and hiring a local accountant for the newly established company in Sweden.
Types of business entities in Sweden
The most popular form of business in Sweden is the Aktiebolag (A.B. – Limited Liability Company) which requires a minimum share capital of 100,000 SEK to be established. It must be set up by at least one shareholder and two directors. The main advantage granted by this form of business is that the liability of its members is limited in extend of their contribution to the capital.
The following structure is established by large businesses. For a Swedish Joint Stock Company the same number of shareholders is allowed for incorporation, but the initial capital has to be at least 500,000 SEK. The main difference between the two entities is that the Swedish Joint Stock Company has its shares transferable to a third party and in certain cases can be registered to the Stock Market.
A Handelsbolag (H.B.-general partnership in Sweden) is a form of business established by two or more partners who share the same liabilities and have the same managerial power. The profits are divided equally between the members and in case of liquidation the personal assets of them can be affected.
The Kommanditbolag (K.B. -Limited partnership in Sweden) is a form of partnership established by two types of individuals :at least one member has to have general liability and at least one member is a limited partner, with liability to the extent of his contribution to the capital.
Enskild firma (Sole proprietorship) in Sweden is form of business which doesn’t require a minimum share capital and the liability of the owner is unlimited. It can use the profits as desired but his personal assets can be affected by liquidation or dissolution processes.
A branch does not need capital if the parent company is based outside of Sweden and it may be possible to get tax benefits for the start up period.
All kinds of companies (with more than 10 employees) will need to keep a clerk (company secretary) and comply with Swedish accountancy regulations. Swedish based companies will need to send their accounts annually to the Bolagsverket (Swedish Companies Registration Office).
Registration of private limited company in Sweden
A Private limited liability (Aktiebolag ) is the most popular type of business among foreign investors and it is rather simple to establish and run. At least 100,000 SEK must be provided as an initial capital in order to set up a private limited liability company in Sweden. Contributions are accepted in both cash and in kind. The capital of a Swedish AB is divided into shares and one share must have a minimum value of 100 SEK. At least one managing director is necessary in a Swedish AB. If the board of directors is formed by several persons, a chairman has to be appointed.
A private limited liability company in Sweden must have a registered accountant who has to deal with several services. The accountant of a Swedish AB must issue annual reports and send those documents to the Swedish Companies Registration Office. This has to be done with eleven months after the fiscal year has ended. A balance sheet and an administration report have to be completed in Swedish every year and evaluated by a public accountant in Sweden.
To start up a company in Sweden you need to follow these steps:
- Written statement from the bank assuring that the initial amount for the shares has been paid into an account (for a limited liability company).
- Submit an application to the Swedish Companies Registration office (Bolagsverket).
- Register with the Swedish Tax Agency (Skatteverket).
- After registration at the tax office your enterprise will receive a unique corporate identity number (Oranisationummer), which will be sent to your registered company address. You will pay an annual tax on the estimated yearly profit, which is amendable during the year. With some exceptions, 25% VAT is chargeable on all goods and services.
The application to form a limited liability company is filed at the Swedish Companies Registration Office and is commonly drawn up with the help of a professional. The main documents siting at the base of such company is the articles of association, which includes all the company’s internal regulations, details regarding the shareholders and capital and an availability term in certain cases. The company’s main decisions are taken by the general meeting of the shareholders. It takes around one or two weeks following the Office’s receipt of the application for the company to be established.
Our professionals can help you with registration of a company in Sweden and will examine your needs and give advice on the management structure of the company. They will also help to arrange the documents and open a bank account for your company. All formalities may be fulfilled using email upon signing the agreement on services. The details of registration procedure and prices are discussed with each client individually.