Swedish law · Eyer Juridik AB
Corporate Law in Sweden
Most foreign businesses with a permanent presence in Sweden operate through a private limited company (aktiebolag, AB) or a registered branch (filial). Each structure carries its own obligations regarding registration, governance and liability.
We advise foreign owners and group companies on the formation, governance and ongoing corporate management of Swedish entities.
Common issues for international companies
- Choosing between a subsidiary and a branch
- Board composition and residency requirements
- Duties and potential personal liability of directors and the managing director
- Shareholder agreements and articles of association
- Capital requirements and restrictions on value transfers to shareholders
How Eyer Juridik AB can assist
- 01
Advising on the formation of Swedish companies and branches
- 02
Drafting articles of association, shareholder agreements and board procedures
- 03
Advising boards and managing directors on their duties
- 04
Assisting with share transfers, capital changes and corporate restructuring
- 05
Handling corporate filings and documentation with Bolagsverket
The Swedish Companies Act
A Swedish private limited company must have a share capital of at least SEK 25,000. The company is managed by a board of directors and, optionally, a managing director (verkställande direktör). The general meeting of shareholders is the company's highest decision-making body.
The Companies Act contains residency requirements for company management. Under Chapter 8, section 9, at least half of the board members must reside within the European Economic Area, and under Chapter 8, section 30, the managing director must reside within the EEA; in both cases the Swedish Companies Registration Office (Bolagsverket) may grant an exemption in an individual case where there are special reasons. Under Chapter 8, section 40, if the company has no authorised representative resident in Sweden, the board must authorise a person resident in Sweden to receive service of process on the company's behalf (särskild delgivningsmottagare).
The Act contains capital protection rules: value transfers to shareholders are only permitted within the limits of unrestricted equity. Under Chapter 25, section 13, the board must immediately prepare a control balance sheet, and have it examined by the company's auditor, when there is reason to assume that the company's equity has fallen below half of its registered share capital. If the board fails to comply with the statutory procedure, board members may, under the conditions set out in the Act, become personally liable for obligations the company incurs.
This page provides general information only and is not legal advice for any specific situation.
Frequently asked questions
Does a foreign company need a Swedish entity to do business in Sweden?
Not always. Selling into Sweden cross-border may be possible without a local presence, but a permanent establishment often triggers registration and tax obligations. The right structure depends on the activity.
What is the difference between a branch and a subsidiary?
A branch (filial) is part of the foreign company and has no separate legal personality, so the foreign company is directly liable. A subsidiary is a separate Swedish legal entity with limited liability.
Do you provide tax advice?
Our focus is on corporate and commercial law. For tax matters we recommend working with a qualified tax adviser, and we can coordinate with them on the legal aspects.
Contact
Discuss your legal matter in Sweden
Tell us briefly about your business and the Swedish legal question you are facing. We will review your enquiry and explain how we may be able to assist.