1. FOREIGN INVESTORS IN SWEDEN
UIA Congress in Budapest
30 October 2016
ATTORNEY-AT-LAW HENRIK NILSSON

2. STARTING A BUSINESS IN SWEDEN
No rules that discriminate foreign investors! There are no restrictions on ownership or operations of foreign companies and the same legislation applies to foreign- and domestically owned companies.
Shareholders may reside in any country–
don’t need a Swedish partner.

3. WHICH BUSINESS STRUCTURE?
A foreign-based company wishing to establish an enterprise in Sweden will most likely choose one of two main business structures:
Limited Liability Company (sw: aktiebolag/AB)
Branch of a foreign-based company (sw: filial)
A ”representative office” is not recoognized as a legal entity under Swedish law.

4. Private Limited Liability
Company (AB)
Branch of a foreign-based
company
LEGAL ENTITY YES NO – part of the foreign based company
OWNER LIABILITY No personal liability Depends on legal structure of the foreign based company
REGISTRATION Yes. With applicable Yes. With applicable authorities authorities
CAPITAL REQUIREMENT SEK (4 800 €) None
EMPLOY STAFF? OK OK
CORPORATE TAX PAYABLE YES YES
OWNERS One or more legal entities No ownership in Sweden
or persons
REPRESENTATION Board of directors - MD through power of 1 or more board members attorney from foreign-based (MD – not necessary) company

5. REQUIREMENTS FOR AB:S BOARD OF DIRECTORS
The following persons must be resident within the European Economic Area (EEA):
At least half of the board members
At least half of the deputy board members (optional)
The managing director (optional)
The deputy managing directors (optional)
At least on of the specially authorized signatories (optional)
If the conditions can’t be met – there is possibility for special dispensation by Swedish authorities.
If the company has no authorized representative resident in Sweden, the board of directors must authorize a person resident in Sweden to receive service of process on the company’s behalf. The person must not be employed by the company.

6. REQUIREMENTS FOR AB:S SHAREHOLDERS
As previously stated – no need for Swedish shareholders.
The company is required to draw up a share register and a list of shareholders. The share register is a public document. Any change in ownership of the shares must be recorded in the share register.

7. THANK YOU FOR YOUR ATTENTION!
Want to know more?
THANK YOU FOR YOUR ATTENTION!