Setting up a Limited Liability Company (Aktiebolag) in Sweden

The decision to set up a limited liability company in Sweden can be made by foreign investors who want to establish a business in this country. A Limited Liability Company can be either private or public. The private type of corporation is known as Aktiebolag (AB) and it is the most common structure for incorporating a business in Sweden.

Capital

A private AB in Sweden needs a minimum share capital of 100,000 SEK, which has to be fully paid up when incorporating the business. The contribution can be made in cash, but non-cash contribution is also accepted, as long as it is of benefit to the company. The share capital is divided into shares with a nominal value of 100 SEK.

Shareholders

One or more founders can incorporate a Limited Liability Company in Sweden. It does not matter the residence or nationality of the founder, as long as he is over 18 years old and is not in a state of bankruptcy. Shareholders may decide on the basic rules of the company and elect the management and the accountant.

Management

Usually, the management structure of a Limited Liability Company in Sweden consists of a managing director and a board of directors.  If there is more than one member in the board of directors, there has to be appointed a chairman, who leads the board’s activity. The board calls the general meeting of shareholders and decides upon a person who will represent the company in front of third parties. The board of directors is elected every year by the shareholders.

Control

It is compulsory for all limited liability companies in Sweden to have a registered accountant. This person has to issue annual reports with accounts and transactions and send them to the Swedish Companies Registration Office no later than 11 months after the end of the fiscal year. At least one public accountant has to audit the administration and the accounts of the Swedish Limited Liability Company. A balance sheet and an administration report are also required every year, provided that these documents are translated and submitted in Swedish.

Other requirements

The name of a Swedish limited liability company must contain the word “aktiebolag” or the letters AB and it has to be unique. The company name must be registered with the Swedish Companies Registration Office in order to be protected. The office address of the board must be stated on official documents.

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