Sweden

Sweden

Sweden Company Formation / Business Registration Services

Introduction

Sweden, officially the Kingdom of Sweden is a Scandinavian country in Northern Europe. It borders Norway to the west and Finland to the east, and is connected to Denmark in the southwest by a bridge-tunnel across the Öresund. At 450,295 square kilometers, Sweden is the third-largest country in the European Union by area, with a total population of 10.0 million. Sweden has a modern distribution system, excellent internal and external communications, and a highly skilled and educated work force. Timber, hydropower and iron ore are the base of an economy heavily oriented toward foreign trade. Privately owned firms account for vast majority of industrial output.

After the end of the Cold War, Sweden joined the European Union on 1 January 1995, but declined NATO membership, as well as Eurozone membership following a referendum. It is also a member of the United Nations, the Nordic Council, Council of Europe, the World Trade Organization and the Organization for Economic Co-operation and Development (OECD).

Language

The official and most spoken dialect is Swedish.

Economy

Sweden’s economy is one of the top economies in Europe. Foreign trade plays an important role for the country. Germany is the main partner when it comes to imports in Sweden. Still, the Netherlands, Luxembourg and the UK are the main investors in Sweden.

Sweden represents 2% of the total European share. Foreign investments who start companies in Sweden contribute to the gross domestic product of this country, with almost a third of the total GDP. The World Bank actually considers Sweden to be the third nation in the world in terms of friendliness and connection with international markets. The main fields that help the improvement of the economy in Sweden are based on forestry, iron, steel, precision equipment, mining, agriculture and motor vehicles. However, many foreign investments starting companies in Sweden go to pharmaceuticals and chemicals sectors. While European countries have a tendency to increase the rate of investments in Sweden, the United States reduced its investments in Sweden during the past period of time.

Business Entities and Company Formation in Sweden

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 Businesses in Sweden

An alien firm wanting to do business in Sweden may establish a Swedish company in various legal entities, for example, a subsidiary (limited liability Company) or branch office. The most predominant company form in Sweden, not least for foreign owners, is a limited liability company. Swedish legislation accepts limited liability companies with only one owner (entirely owned subsidiaries) which has allowed both large and small companies to form this kind of business. A limited liability company is a legal entity incorporated in Sweden, which is not the case for a branch office.

Limited Liability Company (Aktiebolag)

Shareholders of a business with limited liability are not responsible for the liabilities of the company itself, and this is the most common business format used by foreign businesspeople. Limited companies are divided into private and public and must have a minimum share capital of SEK 100,000 and SEK 500,000, respectively. A business with limited liabilities must have a board of directors that manages the business and takes responsibility for the company. Private businesses may have a board of just a few directors, but at least one must act as a representative director. Unless otherwise permitted, at least half of the directors must reside in the European Economic Area (EEA).

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. It takes around one or two weeks following the Office’s receipt of the application for the company to be established. Another option is to buy an off-the-shelf company (already fully organized and registered) from a law firm or specialist consultancy.

 Holding Company

There is no special legal vehicle for establishing a holding company. A holding company has the form of a limited liability company. Involvement exemption rules and other tax legislation and case law make Sweden one of Europe’s most favorable regions for holding companies. Capital gains and dividends from business-related shares are exempt from tax. The definition of business-related shares is commonly compared to other countries and applies to shares held in, or dividends received from, companies in Sweden and overseas.

 Branch Office

An overseas business wishing to establish itself in Sweden without actually starting a Swedish company may conduct its activity through a Swedish branch. Registration at the Swedish Companies Registration Office is needed. There is no minimum requirement for share capital for branch offices and relatively little legal requirements apply to their running. However, branch offices are not eligible for certain tax holidays and they commonly take longer to establish than limited companies. A branch of a foreign company is taxed on the profits of the branch as if it were a limited liability company.

A branch office may be a beneficial format for a transitional period of initiating a business establishment in Sweden. This is because deficits may be tax-deductible at the foreign company; not forgetting that the branch office is not a legal entity of its own. This would not be the case with a subsidiary, which is considered a legal entity in Sweden despite ownership. A branch office is not duty-bound to maintain any share capital, as is the case for a limited liability company. A branch of an alien business is taxed on its profits as though it were a Swedish entity.

A Representative Office

A representative office is not recognized as a legal entity, and cannot carry out any business operations. It can, however, carry out business activities such as liaison, market research and promotion for the parent company.

The representative office may not be involved in any commercial activities such as acting on its own behalf or partake in any kind of trading or business, except marketing. It be cannot be warranted power of attorney to act on behalf of the parent company.

Registration at the Swedish Tax Agency may be required if workers are to be hired in Sweden.

Joint Stock Company

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.

General Partnership (Handelsbolag)

It is 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.

Limited Partnership (Kommanditbolag)

It 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.

Sole Proprietorship

The sole proprietorship acts as a Swedish limited company, being designated for business at a small scale, run and represented by one person. The sole proprietor is fully liable for his or her company obligations, also being able to run decisions as desired, and use the profit as desired. In order to found a sole proprietorship there is no minimum capital required.

 

Company Formation of Romania

Company Name

The company name must be approved by the Bolagsverket. Your company name may be in any language but it must be unique and certain words, such as ‘bank’, ‘insurance’ and ‘group’ require special permission. Once you have chosen a company name we can check with the Bolagsverket to verify that the name is acceptable. You can check your proposed name now using our free Company Name Check service, after a name has been approved, we can reserve it free of charge for ten days.

Directors

Only one director is required and at least one director must be resident in Sweden. Director registers must be filed and kept up to date at the Bolagsverket and they are available for public inspection upon request.

Share Capital

The minimum share capital is SEK 50,000 (approximately EUR 5,500). This share capital may be expressed in cash or assets.

Times to Incorporate

Once all the necessary information has been received the incorporation will be completed in two to three weeks.

Proof of Identity

As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.

Registered Office

All companies are required to have a registered office in Sweden, where legal company documents and correspondence may be served. We provide a registered office as part of our incorporation package.

Shareholders

Only one shareholder, of any residency and nationality is allowed. This means 100% foreign ownership is permitted. Annual general meetings may be held at any time during the year, in any location and can be attended via electronic means.

Filing Requirements

All companies are required to file annual financial statements with the Bolagsverket, these must be filed within seven months of the end of the accounting period and all statements must be recorded in the Swedish language and drawn up in Euros or Swedish Krona. An auditor is required if company employs more than three individuals.

Travelling

Although not mandatory, visiting Sweden is highly recommended in order to incorporate.