Frequently Asked Questions

For limited companies (AB) in Sweden the minimum share capital is SEK 25,000.

When you buy our shelf company AB Grundstenen, the following is included:

• Consultation regarding setting up the company.
• Full documentation.
• Reviews, re-edits and ongoing support to ensure the process of registration with the Swedish Companies Registration Office (Bolagsverket) proceeds as quickly and smoothly as possible.
• Completion of Application for F-tax and VAT with the Swedish Tax Agency.
• One domain name registration including the first annual fee (applies to the most common top domains: .se, .com, .net, .org, .eu, .nu, .biz).
• The company’s accounting material to ensure you can get started straightaway on keeping the company accounts. As a result, the risk of obstacles and an extended process with the Swedish Companies Registration Office and the Swedish Tax Agency will be minimized.

We are present throughout the registration process and will not release the case until it is registered. Our prices are all-in and should not be compared with prices from companies that only disclose part of the cost, often requiring additional payment for items that are fully included in our package.

On the board of directors you will need at least one board member and one deputy board member. At least 50% of both board members and deputy board members must be residents within the EEA.

The law requires that you have at least one deputy board member if the ordinary board consists of fewer than three members. The rationale for this requirement is that a limited company must be able to have a functioning board even if something were to happen to an ordinary member, e.g. sudden onset of serious illness or if a member cannot be reached in a situation where the board needs to take urgent action on a matter.

If all persons authorized to sign on behalf of the company are residents outside of Sweden you need a person in Sweden who is authorized to receive service of process.

The company must have an address in Sweden. Svenska Standardbolag cannot provide a company address.

• One or more individuals or companies can set up a limited company.
• Owner(s) and company are distinct legal persons. This provides good protection for you as a private individual, with a clear dividing line between the company and you as owner.
• The basic rule is that a shareholder has no personal liability for the company’s debts.
• The company is liable for its debts and can enter into agreements.
• The company has its own company registration number that shows that it is a limited company.
• The company name is fully protected throughout Sweden.
• Contact with customers, suppliers, banks and authorities is made easier. Some customers and suppliers (e.g. local authorities, county councils, the state) sometimes express a preference for doing business with limited companies.
• Profit drawings from the business can often incur less tax than in the case of other types of company.
• Normally you only risk the share capital you have contributed as an owner. There are however exceptions, such as taxes or if you have personally signed a surety on behalf of the company for e.g. a loan or other liabilities of the company.
• The shareholders have control of the company and have a right to participate in and decide on company matters at the general meeting.

Having an auditor is not mandatory for small businesses, but it is recommended, especially if you do not live in Sweden. It is a good idea to seek the help of a qualified person who will know when to hand in annual reports etc.

A right of first refusal clause is a provision to the effect that a new owner must offer the other shareholders the option to acquire the shares. It is common to have both a pre-emption clause and a right of first refusal clause, so that the right of first refusal clause closes any loopholes left by the pre-emption clause, e.g. bequests.

In 2015 the European Parliament adopted a money laundering directive requiring all EU Member States to keep a register of beneficial owners. The idea behind the register is that it should reduce the risk of corruption, money laundering and the financing of terrorism.

Just about all companies must register a beneficial owner. Sole traders and listed companies are exempt from this requirement.

Unfortunately we cannot provide a bank account or bank contact for you. Please contact your bank in your home country and ask if they can offer account opening services at a Swedish bank.

The Money Laundering Act places high demands on the bank to have good knowledge of you as a customer and your banking business. The bank must understand the purpose of the business relationship and also the transactions you want to execute. Therefore, the bank must ask you questions when you want to become a new customer in the bank or carry out your banking business.

The information the bank receives about you is treated confidentially and covered by the Banking Confidentiality and Personal Data Act.

If the owner of the company is a foreign private person or a foreign company, a certificate must be attached that shows that the company has no overdue debts for taxes and fees in the home country (so-called debt free certificate). The certificate must be issued by the relevant authority in the home country. This also applies if the owner is a private person who has been registered in Sweden for less than two years.

A public company is needed if you have to have recourse to many people (”the public”) or if the company is to be listed.

If the company has two or more owners, we strongly recommend that you have a shareholder agreement drawn up. Unexpected disputes can occur at any time, and often they can then be resolved with the aid of a shareholder agreement if one exists. Without a shareholder agreement you risk having to deal with a potentially intractable dispute.

When setting up the company, a simple shareholder agreement that can be amended as needed is preferable to not having any agreement at all. We have a good alternative that can be tailored to your needs.

The criteria used to assess distinctiveness are stricter for trademarks than for company names. By registering a trademark, you therefore gain additional protection against potential confusion with other trademarks and companies.

Some people believe that the fact that the name is in the register of names kept by Bolagsverket, the Swedish Companies Registration Office, means that it is adequately protected, but registering a valuable distinctive feature as both a company name and a trademark has a combined effect that provides much greater protection.

The cost of registering a trademark varies significantly depending on the type of mark to be registered, the countries involved and the scope of protection of the trademark. For current price information, please submit a price inquiry or contact us on +46(0)23-79 23 00.

If you order a trademark from us, we will draw up the application and take care of the entire application process. We also produce an assessment of the trademark (which we present to you before we submit the application) and compile the most suitable protection classes based on your desired scope of protection.

Once registration is complete, we remain your representative and provide support when the time comes to renew the trademark.

The shareholders’ meeting decides on a change of company name or business. The name of the company (business name) must be clearly distinguishable from that of other companies or brands.

We help you assemble all documents, review your proposals regarding a name and ensure that the process is completed as quickly and easily as possible.

The advantages are that you can have a name for a secondary part of the business without being compelled to have a dedicated company for it, the name enjoys the same degree of protection as the main name, and the secondary business name can be transferred as the name of a new company.

It is important to make an early start when implementing a merger. It can take three to four months before the process is complete. This must be borne in mind if, for instance, the merger involves a company whose financial year ends on 31 December and you want this completed before the end of the year so as to avoid additional reporting.

By engaging Svenska Standardbolag you can be sure that we will take care of the formalities, accompany the merger process throughout and, where possible, ensure registration is obtained before the critical date.

Once a branch of the business becomes increasingly important for a company, it may be appropriate to set up a subsidiary. The expansion brings more possibilities, but often also greater risk. If something unforeseen happens, it can have consequences detrimental to the rest of the business.

Another example is where you recognise from the start that a new business is going to be particularly risky. In such a case it may be a good idea to minimise any harm right from the outset, by hiving off the business in a separate company.

The total cost is SEK 10,000 for companies with a net value of up to SEK 300,000. For companies with of higher value, please contact us for a separate quotation.

You get paid promptly and we take care of the liquidation process through liquidation or merger, under our ownership. In addition, you don´t have to manage/administer the company during the liquidation process.

We will buy the company from you and will begin the liquidation after the purchase is completed. From the quote to the end of the purchase, the processing usually only takes a few working days. The liquidation of the company takes place once it is in our possession so that you don´t have to manage the company any further.

Send us an up-to-date balance sheet and profit/loss statement and we will send you a quote.

The liquidation process takes place under our ownership and we take over responsibility for the company’s administration and reporting, including payment of taxes on time, correct completion of tax returns and other accounts, with any claims on the company handled correctly.

Once we have received all the documents we require, the purchase price will be paid promptly.

• The purchase price is paid promptly.
• Reliable counterparty.
• Competent management.

We take care of everything relating to change of board and liquidation of the company.