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Sweden company registration from abroad

Company Incorporation Guide

Sweden company registration from abroad

Applicable country/region: SE - Sweden

Published: Updated:
  • Written by our advisory team
  • Sweden rules and requirements
  • Checked against official sources

Guide overview

What a founder has to settle

Sweden company registration means forming a private limited company, the aktiebolag (AB), and having it registered by the Swedish Companies Registration Office (Bolagsverket). The first choice is the legal form: which Swedish form limits the liability of each owner. The papers come next, and they reach past each shareholder to the people behind it. Then come the residence tests on the board and managers, and the address the company must have. One role survives any exemption. Tax follows: what a new AB pays first, and what is held back from a dividend sent abroad. Last comes what registering for tax and the yearly filing add once Bolagsverket is done.

The AB, the KB and personal liability

COMPANY TYPES

The AB, the KB and personal liability

In a limited partnership, the kommanditbolag (KB), a general partner (komplementär) is always personally liable for its debts without limit, as Bolagsverket's page on the KB explains. Only the limited partners cap their loss. Incorporation as an AB shields each owner, since the AB alone answers for its debts. No other Swedish company form pairs that shield with a single owner. For company formation by several people, Bolagsverket calls the AB the most common business form. Any foreign person or company may hold all the share capital, so the ownership structure is open. The residence rules fall instead on the board, any managing director, the signatories and whoever receives legal service in Sweden.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Sweden AB Basic Information

Ownership:
Consolidated Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative

Sweden AB Shareholder / Director / Secretary Requirements

Requirements For Shareholders:
At least one
Requirements For Directors:
At least one
Legal Representative Not Mandatory:
Positive
Local Directors Not Mandatory:
See Memo
Local Secretaries Not Mandatory:
Positive

Sweden AB Registered Capital Requirement

Minimum Registered Capital Requirement:
  1. Starting from 25,000 Swedish kronor.
Capital Injection Not Required:
Negative
Capital Injection Requirement:
1. The full share capital must be paid in before registration. The bank's certificate that it has been paid (or an auditor's statement for payment in kind) goes to Bolagsverket with the registration application.

Sweden AB Memo

Memo:
At least half of the board members and deputy members, and the managing director if one is appointed, must live in the European Economic Area (EEA); none needs to live in Sweden. Bolagsverket can grant an exemption case by case.

REQUIRED DOCUMENTS

Know-your-customer checks and beneficial owners

Sweden's anti-money-laundering act makes banks and formation agents check who each customer is before doing business with it. They must also trace its beneficial owners, the people who in the end own or control it, even through other companies. Firms that provide a company's address carry the same duty. So a shareholder that is itself a company brings two sets of papers. One covers the company itself, its registration and articles. The other covers its legal representative and main shareholders. The new AB has a duty too. Most companies registered in Sweden must register their beneficial owners with Bolagsverket, and a new AB's report goes in at the same time as it applies to register.
Know-your-customer checks and beneficial owners

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Passport:
"Shareholders' and directors' passport English notarization;"
Process: NotarizationFormat: Scan Copy
Proof of Address:
Shareholder and director's address proof: scanned copies of water, electricity, and gas bills or bank statements. Translation into English is required, and the document must clearly indicate the shareholder/director's name, address, and a date within one month.
Process: Not ApplicableFormat: Scan Copy

Legal Entity Shareholders's Required Documents

Proof Of Registration / Business License:
English translation of the business license of the holding company + English notarization;
Process: NotarizationFormat: Scan Copy
Company Bylaw:
"The English translation and English notarization of the company's articles of association for the holding company."
Process: NotarizationFormat: Scan Copy
Passport:
The legal representative of the holding company and shareholders holding more than 25% of the shares need to provide notarized English translations of their passports.
Process: NotarizationFormat: Scan Copy
Proof of Address:
Proof of address for the legal person of the holding company and shareholders holding more than 25% of the shares: scanned water, electricity, and utility bills or bank statements. It needs to be translated into English, and the document should clearly indicate the name, address, and date of the legal person, not exceeding one month old.
Process: Not ApplicableFormat: Scan Copy
Sweden company registration requirements: three separate tests

REQUIREMENTS AND ESTIMATED COST

Sweden company registration requirements: three separate tests

These rules turn on residence, not citizenship. First, the board of directors and the managing director must meet the European Economic Area (EEA) residence condition. Bolagsverket can grant an exemption from that condition case by case. Second, if no board member, managing director or authorised signatory is registered as resident in Sweden (folkbokförd), the board must authorise one such resident to receive legal service for the AB. Chapter 8, section 40 of the Swedish Companies Act (aktiebolagslagen) sets this duty, and no exemption lifts it. Third, the AB needs a registered address in Sweden, which Bolagsverket requires. So an exemption settles only the first test. An AB run without Swedish residents still faces the other two.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:
SEK 58,000

Requirements

Nominee Director: You need to have at least half of the board members (and at least half of any deputy members) resident in the European Economic Area (EEA), or at least two non-residents of the European Economic Area (EEA) serving as directors with a residency exemption.

In Sweden, a company's registration requires at least half of the board members, at least half of the deputy members and the managing director (if one is appointed) to be residents of the European Economic Area (EEA). If there are no EEA residents serving as directors, the company must have at least two non-EEA residents serving as directors and apply for an exemption from the residency requirement to the Swedish authorities. Yee's Capital Global can help you apply for a residency exemption from the Swedish authorities for free, or you can choose the nominee director service provided by TKEG Expat™ (DE).
Included: No · Solution availableEstimated Cost: SEK 75,000
Registered Address: Need to have a Swedish address

To register a Swedish company, a Swedish address is required. If you do not have a Swedish address, you can choose the address hosting service provided by TKEG Expat™ (DE).
Included: No · Solution availableEstimated Cost: SEK 66,250
Company Secretary: Need Swedish resident contact person

To register a Swedish company, there must be a Swedish resident serving as the company's contact person. If there is no Swedish resident, you can opt for the nominee secretary service provided by TKEG Expat™ (DE).
Included: No · Solution availableEstimated Cost: SEK 22,500

Estimated Cost

Estimated Cost:
SEK 58,000 – 221,750
Check Eligibility And Calculate Price

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TAX

Preliminary tax, final tax and dividends paid abroad

The first of the Swedish taxes a new AB meets is preliminary tax. When it registers with the Swedish Tax Agency (Skatteverket), it estimates its profit. Skatteverket then sets the tax on that income. The AB pays it in equal monthly amounts and can file a new estimate if its forecast changes. Final corporate income tax falls due after Skatteverket's final decision, and the decision shows the due date. Withholding depends on who receives a payment. A dividend to a shareholder abroad meets dividend withholding tax (kupongskatt), which the paying AB deducts. A qualifying EU parent is exempt. For other non-residents, a tax treaty can lower the rate at payment or by a later refund.
Preliminary tax, final tax and dividends paid abroad

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

Corporate Income Tax (CIT)

General CIT Rate:
20.6
CIT Return Due Date:
The expiration date depends on the month when the fiscal year ends (for calendar year taxpayers, it's July 1st).
CIT Payment Due Date:
90 days after evaluation.
CIT Estimated Payment Due Date:
Monthly installments.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):
0/0/0
Non-Resident Withholding Tax (Dividend/Interest/Royalty):
30/0/20.6

Value-Added Tax (VAT)

General VAT Rate:
25
Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:
Return on capital of Swedish companies is in the tax summary.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:
19.55%
Composite Effective Marginal Tax Rate:
17.12%

Conclusion

Once the company is on the register

The address, the person for legal service and the board's EEA position or exemption all carry on after registration. The next step comes before trading starts: tax registration with Skatteverket. One application covers approval for F-tax, VAT and employer registration. With F-tax, customers do not deduct tax from payments for work in Sweden. The AB registers as an employer before the first salary, even when the only employment is an owner working in it. Each year the AB files its annual report (årsredovisning) with Bolagsverket, within seven months after the financial year ends. The bank behind the corporate bank account must know the AB well enough to keep the account open. Some trades also need a permit.

About Sweden
Jurisdiction Overview

About Sweden

Sweden offers a highly innovative economy with leadership in cleantech, fintech, and life sciences, a highly skilled English-proficient workforce, and a transparent Nordic business environment.

View Complete Information

Frequently Asked Questions

References

bolagsverket.se · vadarettkommanditbolag.911riksdagen.se · lag 2017630 om atgarder mot penningtvatt och sfs 2017 630bolagsverket.se · omverklighuvudman.2539bolagsverket.se · ansokomdispensforstyrelseniettaktiebolag.513riksdagen.se · aktiebolagslag 2005551 sfs 2005 551skatteverket.se · swedishwithholdingtaxondividends.4.34a801ea1041d54f9e28000452skatteverket.se · startingabusinessinsweden.4.12815e4f14a62bc048f51bebolagsverket.se · arsredovisningforaktiebolag.759bolagsverket.se · kravpabosattningforstyrelseniettaktiebolag.509bolagsverket.se · andraadressforaktiebolag.541bolagsverket.se · jamforforetagsformer.1151bolagsverket.se · vadarettaktiebolag.477riksdagen.se · lag 19801102 om handelsbolag och enkla bolag sfs 1980 1102riksdagen.se · lag 2017631 om registrering av verkliga sfs 2017 631skatteverket.se · fordigsomlamnatutdelningfrandittaktiebolagkupongbolag.4.6e8a1495181dad540842eeriksdagen.se · kupongskattelag 1970624 sfs 1970 624skatteverket.se · preliminaryincometaxforbusinessesandassociations.4.676f4884175c97df419133cskatteverket.se · payingtaxesbusinesses.4.12815e4f14a62bc048f5395skatteverket.se · approvalforftax.4.676f4884175c97df4192308verksamt.se · find permitsbolagsverket.se · attagaaktier.801riksdagen.se · skatteforfarandelag 20111244 sfs 2011 1244skatteverket.se · 4620.4.6efe6285127ab4f1d2580003836skatteverket.se · arbetsgivarregistrering.4.361dc8c15312eff6fd16f37
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