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[ESTABLISHING A BUSINESS ENTITY IN SWEDEN]
3. GOVERNANCE, REGULATION AND ONGOING MAINTENANCE 3.1 Brief summary of regulation of each type and ongoing maintenance, reporting requirements Private Limited Liability Companies
Reporting requirements Limited Liability Companies, Trading Partnerships and Limited Partnerships that perform business activities in Sweden must maintain accounting records according to the Swedish Accounting Act and in accordance with the Swedish Annual Reports Act. The requirements on when an annual report shall be filed differ between entities, e.g., Aktiebolag shall file the annual report no later than one month after the annual general meeting has adopted the balance sheet and the profit and loss account. The annual general meeting in an Aktiebolag shall be held no later than six months after the expiry of the financial year, meaning the annual report of a company with the calendar year as its financial year may be filed in July provided the annual general meeting has been held in June. If, however, the annual general meeting has been held in April, the annual report must be filed no later than May. 3.2 Requirements for local shareholding / directors Private Limited Liability Companies There are no restrictions regarding the nationality of a shareholder or the number of shareholders. It is a requirement for a Private Limited Liability Company to have a board of directors. The board of directors must consist of one or more directors. The number of directors and deputy should be stated in the articles of association. It is common to note a minimum of 1 and a maximum of 10 ordinary directors and a minimum of 0 and a maximum of 10 deputy directors. If the board consists of less than three ordinary directors at least one deputy
Shareholder’s rights are exercised at the general meeting of the supreme governing body of the company. The board of directors is responsible for the organisation of the company and the management of the company’s affairs. It is the board of directors that convene the general meetings. Where applicable, the managing director is responsible for the day-to-day management of the company. Depending on number of employees, the reported balance sheet and the reported net turnover for the previous two financial years the company may need to appoint an auditor. This means newly started companies, generally speaking, do not need to appoint an auditor. We advise all clients to appoint an accountancy firm to ensure that taxes are properly filed, and annual reports are properly drafted, since tax filings and annual reports must be filed even where the company is dormant. Public Limited Liability Companies In addition to what is stated about private limited liability companies, public limited companies must appoint an authorized public accountant. Trading Partnerships and Limited Partnerships Trading Partnerships and Limited Partnerships are governed and managed by the partners based on the agreement to engage in business jointly.
ILN Corporate Group – Establishing a Business Entity Series
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