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Company Formation in Sweden

Entity Type: Aktiebolag (Limited liability company)


Name Details

Does the name of the company require approval by the Registry or other authorities?

Yes, by the Swedish Companies Registration Office.

How many prospective names will you require?

It’s preferable to state more than one proposal.

Are there any restrictions or limitations on words that can be used in company names?

The name must not be similar to any other registered company name or trademark, must not be misleading, and it must do more than merely describe the business activity.

All company names shall include the word “aktiebolag” or the abbreviated form, “AB”.

Address Details

Does the company need to provide a registered address?

Yes.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

No, but the company shall have its registered office in Sweden.

If the client has no physical location in-country, can they use your address for the purposes of registration?

Yes,

Officer Details

How many Directors are required?

-Private limited liability company: One. (If less than three at least one deputy member must be appointed).
-Public limited liability companies: three.

Are any other officers required (i.e. Secretary)?

All public and private companies are required to have an auditor except for private companies who do not meet more than one of the following requirements and state in their AoA that the company shall not have an auditor:

o The average number of employees in the company during each of the two last financial years amounted to more than three,
o The company’s reported total assets for each of the two last financial years amounted to more than SEK 1.5 million
o The company’s reported net sales for each and one of the last two financial years have amounted to more than 3 million.

If none of the board members or the MD, if any, reside in Sweden, a person residing in Sweden has to be appointed to be authorised to receive service of process for the company.

What personal details will you need for each officer?

Personal and address details of the director(s): full name; residential address; date of birth; personal ID No for Swedish citizens, nationality.

Is there a requirement for any in country resident directors?

At least half of the board members and the deputy members (counted separately) must be resident within the EEA.

Furthermore, the following persons must be resident within the EEA

  • The managing director
  • The deputy managing director
  • At least one of the signatories (being board member, deputy member or another person authorised to sign on behalf of the company).

If the company has no authorized representative resident in Sweden, the board of directors can authorise us to receive service of process on the company’s behalf.

Do you need proof of address or Identity for officers? If YES, in what format?

Yes, for officers residing outside Sweden a certified passport copy is required.

Shareholders

How many shareholders are required?

One person/enterprise.

Are there any restrictions on who can be a shareholder?

No.

What information will you require about shareholder?

Name, personal code number/ Comp. Reg. No. and address.

Will you require proof of address or ID from the shareholders?

No.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

Yes, the articles of associations shall state an exact number or a minimum and maximum number of shares.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

No.

Other Details

Do you require any further information about the company or its officers? If YES, please specify. It is necessary.

Yes, name of person representing the shareholder.

Timescale

How long will it take to complete incorporation

The registration time is approximately 4 weeks.

Is there any way to expedite the incorporation for an extra fee?

No, but an alternative is to buy an off-the-shelf company, which can be carried out within a few days. This is the standard way to act in Sweden.


Latest version updated 3rd May 2018

Country Breakdown

9.903

Million

Population

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Swedish Krona

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GDP

447,435

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