A Swedish Limited Liability Company (AB) provides foreigners with limited liability. Foreigners may own all of the shares in the AB Company.
The abbreviation “AB” stands for “Aktiebolag” which is Swedish for limited liability.
Background
Sweden is a Northern European Scandinavian country. It borders Finland to the east, Norway to the west, and connects with Denmark by a bridge/tunnel crossing the waterway Öresund in the southwest.
It is officially called the “Kingdom of Sweden”. Politically, it can be described as a “unified constitutional monarchy with a parliament”. It has a one house elected parliament, a prime minister, and its monarch King Carl XVI Gustaf.
A unified kingdom since the early 12th century. It joined the European Union (EU) in 1995.
Swedish Limited Liability Company (AB) Benefits
A Swedish Limited Liability Company (AB) provides the following benefits:
• Totally Foreign Shareholders: All of the shares in an AB may be held by foreigners.
• Limited Liability: Every shareholder’s liability is limited to his or her contribution to the share capital.
• One Shareholder: Only one shareholder is required in order to form an AB.
• One Director: a local resident director is required. Two foreign directors may be appointed as well for a majority.
• Reasonable Share Capital: Currently, the required minimum share capital is 5,500 Euro.
• EU Member: Sweden is a full member of the European Union (EU) opening additional opportunities to conduct business with other EU members.
Swedish Limited Liability Company (AB) Name
Proposed company names will be rejected if they are identical or too similar to existing registered company names.
All company names must be approved by the Swedish Bolagsverket government agency. Applicants can check with the Bolagsverket to see if potential company names are available.
After approval of the proposed company name, it can be reserved for 10 days.
Using some words in the company name may require applying for a special license like for a “bank” or a “group” or for “insurance”.
Limited Liability
Shareholders’ liabilities are limited to their total contributions made with the company’s share capital.
Shareholder
Only one shareholder is required to form an AB. The shareholder can be of any nationality residing in any country.
Directors
Only one director is required to form the AB. The sole shareholder may be appointed as the only director to manage the company with total control. However, since the law requires at least one director to be a permanent resident in Sweden, foreigners wishing to be directors should appoint two of them in order to out vote the resident director on all important matters.
Resident directors may be permanent residents in Sweden, or a citizen in a member country of the European Economic Area (EEA), or a citizen of a member country in the European Union (EU), or a citizen of Switzerland entitled to residence in Sweden. Further information regarding these requirements and updates may be obtained from the
Swedish Migration Board.
The Board of Directors must consist of one member with one substitute in case the member is unavailable. If a three member board is appointed, there will be no need to appoint a substitute member.
A register of the directors must be maintained and kept current at the Bolagsverket. The register will become a public record subject to public inspections.
Minimum Share Capital
The minimum authorized share capital is 50,000 SEK (currently, around 5,500 Euro).
Share capital may be based in cash or with assets which are valued by a professional appraiser or an accountant.
The share capital must be fully paid up at the time of registration.
Registered Office
Every Swedish company must have a local registered office. This is where correspondence and legal documents will be sent or personally served.
Authorized Juridical Contact Person
One of the company’s board of director’s members must obtain a Swedish Personal Number.
As an alternative, a local authorized contact person can be appointed. This person does not have access to the company files and records. Nor does this person have any liability, responsibility, or authorized representation rights of the company. The authorized contact person is only available in case the government tries to contact board members who are not available.
Taxes
The current (2017) corporate tax rate is 22%. Sweden is not a territorial tax country. Worldwide income is included in their corporate tax rate.
Companies employing workers in Sweden must register them with the Swedish Tax Authority (Skatteverket). Companies paying social security taxes to Sweden by way of a reciprocal tax treaty between Sweden and the country in which they are working must also register with the Swedish Tax Authority.
Several tax authorities exist in Sweden depending upon a new company’s type of business and which tax authority it must register with. These include:
◾ F-tax registration;
◾ Employers’ registration.
◾ VAT payer registration;
◾ Other tax registrations (RUT/ROT ombud, Personliggare, and MOSS registration, etc.)
Accounting
Companies must maintain all accounting records compliant with Swedish bookkeeping requirements.
Every company files an annual financial statement with the Bolagsverket. Filing is required within seven months from the end of the fiscal year. Financial statements must be written in Swedish using either the Euro or Swedish Krona.
Companies employing more than three employees must appoint an auditor who will audit all of the accounting records and prepare the financial statements. Companies with three or less employees are exempt from performing an audit.
Annual Meetings
Every year a general meeting of the shareholders must be held. Meetings can be conducted anywhere in the world. Meeting by electronic means are also permitted.
Timescale
Once all required documents are filed, expect approval to take from two to three weeks.
Off the Shelf Swedish Company
Shelf companies (Aktiebolag) in Sweden are available for purchase to avoid the weeks of waiting for approval.
Conclusion
A Swedish Limited Liability Company (AB) offers the following benefits: foreigners can own all the shares, limited liability, reasonable share capital minimum, one shareholder, one local director required with foreign directors making a majority, and EU membership.
