If you are planning to open up shop in Sweden, you can do so by either registering a Swedish branch or by establishing a Swedish subsidiary. A branch is not its own legal entity, but an extension of the parent company. As such, the branch’s assets and liabilities are a part of the parent company’s total assets and liabilities. Both branches and subsidiaries are registered with the Swedish Companies Registration Office. If you want to establish a limited liability company in Sweden, two alternatives are available: (i) buying an existing, empty, company off the shelf from a supplier or (ii) registering a new company.
A new company is registered by following the following basic steps. If the company is bought off the shelf instead, the required amount of time and administration in each step is reduced. Steps 4-6 are also relevant when establishing a Swedish branch.
1. Memorandum of association
The founders draw up and issue a memorandum of association, which must include information on the share price, information on the company’s future directors and auditor as well as draft articles of association. The articles of association must include information on inter alia company name and business operations.
2. Subscription and payment
The shareholders-to-be subscribe and pay for the shares in the company. The share capital invested in the company must be at least SEK 50,000 (approximately EUR 5,000).
3. Registration of the memorandum of association
The founders complete, date and sign the memorandum of association and the company’s board of directors submit the memorandum of association and a bank certificate evidencing the payment of the shares to the Swedish Companies Registration Office.
4. Registration of beneficial ownership information
The company must register information concerning beneficial ownership with the Swedish Companies Registration Office. The beneficial owner is the person who ultimately owns or controls the company.
5. Registration with the Swedish Tax Authority
Most companies are required to apply for F-tax and VAT registrations with the Swedish Tax Agency. Further, if the company is to have employees, the company must also register as an employer.
6. Business specific permits and registrations
Depending on the conducted business operations, the company may be required to apply for additional permits or registrations. Example of business operations that often require additional permits or registrations are inter alia financial services, healthcare and environmentally hazardous operations.
Our firm has a team specialized in both registering a new company or branch in Sweden and buying an off the shelf company. Please contact us for assistance with setting up your corporate entity in Sweden.