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[ESTABLISHING A BUSINESS ENTITY IN SWEDEN]
individuals solely or jointly. The appointed signatory may, but does not have to be, a member of the board or the managing director. Sole Trader Sole Traders are not required to register with the Swedish Companies Registration Office, however if you choose to do so, the name of the business enjoys protection in Sweden. Furthermore, you must register your business with the Swedish Tax Agency. You need to apply for F-tax and VAT registration. If you are going to have employees, you also must register as an employer with the Swedish Tax Agency. If you are not registered in the Swedish population register, a coordination number, which is an identity number, is required to be able to register as a Sole Trader. A coordination number is obtained from the Swedish Tax Agency and is used in your registration application with the Swedish Tax Agency. Furthermore, you must provide a copy of your passport or other identity documentation and the minimum age limit is 16 years. If you are registered in a country outside the European Economic Area (EEA) you must appoint a manager for your business to be able to establish as a Sole Trader in Sweden. Regardless of whether your business has been registered with the Swedish Companies Registration Office or not, you must register the manager with the Swedish Companies Registration Office. The manager must be resident in Sweden, have a Swedish identity number and be at least 18 years old. As a Sole Trader, you are the one that is authorized to sign on behalf of the company. Trading Partnership To be able to establish a Trading Partnership, the partners must enter into an agreement to jointly conduct business activities. If the
agreement is in writing it must be signed by all the partners. Since it is not considered as a public document, the agreement should not be filed for registration. The Trading Partnership shall be registered with the Swedish Companies Registration Office. Each partner is jointly and severally responsible for all obligations of the Trading Partnership. Each partner is authorized to sign on behalf of the Trading Partnership unless otherwise agreed. An outside party can be appointed to sign on behalf of the Trading Partnership, however this party cannot be registered as the only person who is authorized to sign on behalf of the Trading Partnership. This means that at least one partner must always be authorized to sign on behalf of the Trading Partnership. As stated previously, a legal entity can be a partner in a Trading Partnership. Limited Partnership A Limited Partnership is a special form of Trading Partnership where the Limited Partner is not responsible for obligations of the Limited Partnership in excess of the sum they have contributed or undertaken to contribute, whereas the general partner is responsible for all obligations of the Limited Partnership. Whereas the minimum is one General Partner and one Limited Partner there is no maximum number of partners for either category. The General Partner is authorized to sign on behalf of the company. If there is more than one General Partner, each General Partner is authorized to sign on behalf of the company solely unless otherwise agreed. A Limited Partner is not authorized to sign on behalf of the company. Furthermore, a Limited Partner is, normally speaking, not allowed to participate in the management of the Limited Partnership
ILN Corporate Group – Establishing a Business Entity Series
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