Company Formation Survey 2008


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		1. Company law	The Companies Act (2005:551).
		2. Types of company: (a) type of company preferred for international transactions:
		(a) type of company preferred for international transactions:	Aktiebolag, abbreviated AB a limited liability company that may be private or public, the latter may arrange for financing from the public by being listed or by raising public debt.
		(b) shareless companies:	Sole proprietorships, partnerships and limited partnerships.
		3. Capital requirements:	Private AB: SEK 100,000 (approx EUR11,000) Public AB: SEK 500,000 (approx EUR55,000).
		4. Costs to incorporate, excluding government fees:	Approx EUR2,000.
		5. Fees paid to authorities to incorporate:	SEK 2,000 (approx EUR220).
		6. Annual fees paid to authorities:	Approx EUR200.
		7. Taxation rates applied to companies generally:	General income tax rate 28%. Income from dividends and capital gains relating to holdings of unlisted shares is tax exempt.
		(a) the taxation of companies in 2 (a)
		8. Method of incorporation:	By founder’s deed, election of board and auditor, payment of share capital.
		9. Who may incorporate - specify what, if any, local representatives/ professionals required?	Anyone of legal age who is not because of previous bankruptcies or similar precluded from conducting business may incorporate. For foreign founders, it is advisable to retain the services of a professional company management firm or lawyer to assist with incorporation.
		(a) are ready made companies available?	Yes.
		10. Length of time to incorporate:	Depending on workload of Companies Register: two to five weeks. (Shelf companies may be bought within a couple of days.)
		11. Minimum members:	One.
		12. Registered office:	Yes, as long as in Sweden. Banks do not offer domiciliation and most lawyers do not.
		(a)Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?
		13. Directors and secretary:
		(a) Must a director/ secretary be resident?	A minimum of half the number of directors and deputy directors must be resident within the EEA.
		(b) Are Corporate Directors allowed?	No.
		14. Appointee directors/ secretary possible?	Yes (Sweden has no requirement for a company secretary).
		15. Amount of fees payable to appointee directors/ secretary:	Generally a fixed fee for the responsibility of EUR 3,000–5,000 per year and then charges per hour.
		16. Meetings:	No mandatory number but decisions of the board shall be reflected in minutes of meetings. Meetings may be held by telephone.
		17. Annual return:	Yes.
		(a) Must financial statements of a company be audited?
		18. Is disclosure of profits required by filing balance sheets with annual returns?	Yes.
		19. Are there any exchange control or other financial restraints imposed upon a company?	Reporting duty to banks for larger payments abroad.
		20. Companies formed in the last year:	January – November 2007: 20,604.
		21. Number of companies on the company register altogether:	322,525.
		22. How, if any, is migration into and out of the jurisdiction achieved?	Redomiciliation not permissible.
		23. Is migration out of your country provided for?	Redomiciliation not permissible.
		24. Any amendments to company law over the last 12 months:	No material changes.
		25. Anticipated amendments to company law over the next 12 months:	No material changes.
S I T E M A P BACK TO TOP			Compiled by Martin Gorne, CorpNordic Sweden AB
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