Starting a business in Sweden – An introduction – Updated: 130116
Business Sweden
Executive summary
Starting a business in Sweden – An introduction – Updated: 130116
Business Sweden
Starting a business in Sweden Sweden is one of the most international economies in the world More than 14,000 foreign companies have operations in Sweden Employing more than 630,000 people in the country
Straightforward system for business startups Transparent system with low rate of bureaucracy No restrictions on foreign ownership or need of Swedish partner No restrictions on foreign companies operations
Executive summary Starting a business in Sweden – An introduction – Updated: 130116
Business Sweden
Starting a business in Sweden Main company forms: Limited Liability Company (Aktiebolag) Most used company form when establishing in Sweden Separate legal entity in Sweden Clear distinction between the company in Sweden and owners
Minimum share capital SEK 50,000 Needs a board of directors
Branch (Filial)
Swedish company form No separate legal entity - Part of the foreign-based company No share capital or board of directors Managing director needs to be appointed
Executive summary Starting a business in Sweden – An introduction – Updated: 130116
Business Sweden
Content Limited liability company Branch Limited liability company and branch -Legal differences
Starting a business in Sweden – An introduction – Updated: 130116
Business Sweden
Limited liability company 1(2) Most frequently used company form by foreign companies Enough with one owner, legal or physical No restrictions on foreign ownership No restrictions on activity carried out or size of company Uncomplicated and efficient establishment process Most commonly established through an off-the-shelf solution Pre-registered limited liability company Registered with the only purpose to enable a quick start of activities No previous history or commercial activity
Starting a business in Sweden – An introduction – Updated: 130116
Business Sweden
Limited liability company 2(2) Separate legal entity incorporated in Sweden Clear distinction between the company in Sweden and owners
Can enter into contracts, own assets, have employees etc Requires a share capital of at least SEK 50,000 (Private company) Needs a board of directors - optional to appoint managing director Certain requirements exist on residency
Corporate tax rate 22% on taxable net income
Starting a business in Sweden – An introduction – Updated: 130116
Business Sweden
Branch 1(2) A branch is a Swedish company form No separate legal entity in Sweden Part of the foreign-based company – Divisional office A branch is independently run in Sweden Subject to Swedish law A foreign-based company can only have one branch in Sweden
Starting a business in Sweden – An introduction – Updated: 130116
Business Sweden
Branch 2(2) Can act as employer, sign agreements etc A branch must appoint a managing director residing within the EEA No board of directors
A branch has no share capital Assets and liabilities are part of total assets of foreign-based company
Keeps own accounting records Must hold these separate from the foreign-based company
Corporate tax rate 22% on taxable net income Starting a business in Sweden – An introduction – Updated: 130116
Business Sweden
Limited liability company and branch Differences Limited liability company
Branch of a foreign-based company
Legal entity
Yes
Not a separate legal entity. Part of the foreign-based company
Owners liable for the debts of the business
No personal liability. Only capital invested at risk
Branch is part of the foreign-based company. Owners’ liability depends on the legal structure of the foreign-based company.
Registration
With the Swedish Companies Registration Office and the Swedish Tax Agency
With the Swedish Companies Registration Office and the Swedish Tax Agency
Corporate tax payable
Yes
Yes
Protection of name
Throughout Sweden
Throughout Sweden
Number of owners
One or more persons or legal entities
No ownership in Sweden. Part of the foreign-based company
Auditor required
Yes, at least one certified public accountant. Small companies may choose not to have an auditor
Yes, at least one certified public accountant. Small branches may choose not to have an auditor
Distribution of profit and loss
The profit can be distributed to owners in the form of dividends
The branch is a part of the foreign-based company
Capital requirement
SEK 50,000 for a private limited company SEK 500,000 for a public limited company
None
Who represents the business?
The board of directors, the managing director
The managing director represents the branch through a power of attorney from the foreign-based company
Can the business employ staff?
Yes
Yes
Number of entities
The foreign-based company may choose to start an unlimited number of companies in Sweden
A foreign-based company can start only one branch in Sweden
Starting a business in Sweden – An introduction – Updated: 130116
Business Sweden
Further information Fact sheet:
Starting a business in Sweden – an introduction
Starting a business in Sweden – An introduction – Updated: 130116
