Setting up a Business in Sweden

Overview by Globlatrade.net:

Legal Forms of Companies

Types of Companies and Capital (Max/Min) Number of Partners/Shareholders and Liability Registration Fees
The Aktiebolag (AB) is the equivalent of a public limited company.
 
 
100,000 SEK minimum. 500,000 if the company brings in public savings. The capital is fully subscribed and paid-up.
no minimum
 
 
Liability is limited to the amount of capital contributed.
Statutes edition costs: EUR 540-970. Registration to the Bolagsverket:EUR 184. Registration certificate: EUR 16 for all types of businesses and EUR 27 for a certificate in foreign languages: English, German and French.
The Enskild näringsidkare is an individual company.
 
 
No minimum
1
 
 
Liability is unlimited.
Statutes edition costs: EUR 540-970. Registration to the Bolagsverket:EUR 184. Registration certificate: EUR 16 for all types of businesses and EUR 27 for a certificate in foreign languages: English, German and French.
The Handelsbolag or HB is a partnership.
 
 
No minimum capital.
2 partners minimum
 
 
Liability is joint and unlimited regarding third parties.
Statutes edition costs: EUR 540-970. Registration to the Bolagsverket:EUR 184. Registration certificate: EUR 16 for all types of businesses and EUR 27 for a certificate in foreign languages: English, German and French.
The Kommanditbolag is a limited partnership.
 
 
No minimum capital.
1 or several partners
 
 
Liability is limited to the amount of capital contributed, in agreement with the other partners. However, a shareholder must pledge his unlimited liability.
Statutes edition costs: EUR 540-970. Registration to the Bolagsverket:EUR 184. Registration certificate: EUR 16 for all types of businesses and EUR 27 for a certificate in foreign languages: English, German and French.
 
 

Business Setup Procedures

Administrative Formalities
Registration procedures only concern the AB. Articles of Association must be drawn up in Swedish. They are composed of the Memorandum of Association and the Articles of Association.
Registering a company requires the production of the minutes of the constitutive meeting and the certificate of the Swedish bank attesting the deposit of the minimum amount of share capital. Filing the Articles of Association and registration must take place at the Companies Register (Patent och Registreringsverkert, PRV Bolag).
Subsidiaries of foreign companies must also be registered with the Companies Register. Documents to be presented are certified copies of the Articles of Association of the foreign company and a document attesting the identities of the directors.
The Competent Organization
Swedish Companies Registration Office.
Time Necessary for Registration
The time necessary to carry out administrative formalities is variable and depends on many factors. The registration itself can be done in a few days.
The simplest and fastest way to form an SB is to acquire a pre-existing structure. Some consulting companies or lawyers' offices have specialized in the drawing up, then the resale, of this type of company, commonly called "shell". Changing the name may, however, take time.
 

Recovery Procedures

Principle
Any recovery procedure begins with an injunction, by registered post, addressed to the debtor reminding him of his obligation to pay.
The creditor resorts to the accelerated procedure of the injunction to pay (Betalningsföreläggande) conducted by the Office of Seizures and can thus obtain a proof of debt rapidly, within about four months.
For further information, click here.
Insolvency can be declared by the debtor or the creditor. The court declares the insolvency and appoints an administrator. The decision must be published in the Official Gazette and in one or more newspapers circulating in the region.
Companies which appear to be viable in the long term but are in financial difficulty, can be reorganized. The application is made by the company itself and the court appoints an administrator to come to an arrangement with the creditors.
Debt restructuring means that all debts covered by the procedure are reduced or eliminated altogether. The creditors must be given the opportunity to comment on the proposal. The deciding authority will determine the proportion of the debt the debtor must pay and the repayment schedule (generally spread over 5 years).
For further information, consult the European Commission website.
Bankruptcy Laws
Bankruptcy Act (1987:672, Konkurslagen)
Reorganization and Rehabilitation Laws
Company Reorganization Act (1996:764)
Debt Restructuring Act (2006:548)

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