Directors’ Duties in Sweden

>> Board Requirements in Sweden

Appointment of directors

Directors and deputy directors are appointed and  removed by a resolution of the shareholders. The employee directors are appointed by the entity’s unions  and cannot be appointed or dismissed by any member  of the company. The managing director is appointed  by the board.

Under the Swedish Companies Act (the Act) a private limited company must have at least three ordinary directors, with one appointed as chairman. However, if one or more deputies are appointed it is sufficient to have one ordinary director. The entity also has the option to appoint a managing director.

Directors must be natural individuals, who are at least 18 years old and not under any form of guardianship. Further, they may not be a registered bankrupt or have any trading restrictions placed upon them. Residency qualifications in Sweden specify that at least 50% of directors and deputy directors shall be resident in the EEA.

Board meetings and composition requirements

A private limited company is required to have at least one director, however if there are less than three directors then at least one deputy member must be appointed. Public limited companies require at least three directors.

Under the Swedish Companies Act (the Act) a private limited company must have at least three (3) ordinary directors, with one (1) appointed as chairman. However, if one (1) or more deputies are appointed it is sufficient to have one (1) ordinary director. The entity also has the option to appoint a managing director.

In accordance with the Act, directors meetings should be held “when needed, or requested by a director or the Managing Director”. However, the Rules of Procedure specifically state that there must be at least one (1) meeting per year. It is also recommended that a meeting is held to approve the financials once a year, although this is not strictly mandatory as all directors must sign the accounts to approve them regardless of a  physical meeting.

Signatory rights/powers of directors

According to the Act, the board of directors is always authorised to sign on behalf of the company. It is also possible for the board of directors to pass a resolution that a director,  a deputy or someone else (a special signatory) may sign on behalf of the company, either individually or jointly with other directors/ deputies/signatories. Please note that the Company has not passed such a resolution.

Conflicts

A director may normally not participate or represent the company in any matter regarding:

  • an agreement between the director and the company
  • an agreement between the company and a third party where the director has a material interest which may conflict with the interests  of the company
  • an agreement between the company and a legal person which the director is authorised to represent

Latest version updated 10th April 2018

Country Breakdown

9.903

Million

Population

kr

Swedish Krona

Currency

$ 511

Billion

GDP

447,435

km2