Accountants and company formation in Sweden

Setting up a company in Sweden

To set up a company in Sweden as a foreigner, the usual vehicle is a private limited company (aktiebolag, or AB) with at least SEK 25,000 of share capital. You register it with Bolagsverket, the Swedish Companies Registration Office, and then register it for tax with Skatteverket, the Swedish Tax Agency. Anyone can own the shares, wherever they live. The real constraint is the board: Swedish law asks for EEA residents in key roles and a contact person in Sweden when nobody on the board lives there. A foreign company that wants to trade under its own name can register a branch (filial) instead.

The route for a limited company, in short:

1. Decide the structure: a new AB, a ready-made shelf company, or a branch of your foreign company.
2. Settle who sits on the board and check the EEA residency rules before anyone signs.
3. Draw up the memorandum and articles of association and choose a name that ends in “AB”.
4. Open an account and pay in the share capital, then get the bank’s certificate.
5. Apply to Bolagsverket online or on paper, and register the beneficial owners.
6. Register with Skatteverket for F-tax, VAT and as an employer.

Who can set up a company in Sweden, and from where

Ownership is open. Business Sweden, the government’s trade and investment agency, states in its guide to private limited companies that shareholders may reside in any country, and Bolagsverket notes that a founder can be a natural person or a legal entity. A foreign parent company can therefore own all the shares of a Swedish AB.

What foreign founders do need to plan for is the people who run the company and the paperwork they need to deal with Swedish agencies. Two questions shape everything that follows:

• Will you live in Sweden? A citizen of an EU or EEA country can live and work there without a permit and starts a business under the same rules as a Swede. A citizen of any other country who wants to move to Sweden to run the business needs a residence permit first, and verksamt.se, the joint business portal of the Swedish agencies, says that permit must be approved before you travel.
• Will you run the company from abroad? Then the board composition and a Swedish contact person become the main issues, along with how you will sign the Swedish e-services.

One more check applies to some investors. Since 1 December 2023, Sweden’s foreign direct investment act requires a notification to the Inspectorate of Strategic Products for investments that reach certain voting thresholds in companies with protected activities, such as essential services, sensitive personal data or emerging technologies. Business Sweden’s guide to the FDI regime lists the thresholds, starting at 10% of the votes. The list is aimed at sensitive sectors, so check it before you invest in one of them.

Limited company, shelf company or branch

The Skatteverket page on starting a business in Sweden lists five forms: sole trader, limited company, trading partnership, limited partnership and economic association. For a foreign founder the realistic choice is narrower.

Private limited company (AB). A separate legal entity that limits the owners’ liability for its debts. Business Sweden calls it the structure foreign enterprises most often use. The minimum share capital is SEK 25,000 under chapter 1, section 5 of the Companies Act (Aktiebolagslagen); a public company needs SEK 500,000.

Shelf company (lagerbolag). A preregistered AB that has never traded, sold by a company agent or law firm. Business Sweden describes it as the most common way to start, because the company can do business once the share purchase agreement is signed and the capital is paid in. You then hold a general meeting to change the name, the articles and the board, and register those changes with Bolagsverket.

Branch (filial). A Swedish office of your foreign company with its own corporate identity number, but not a separate legal entity. According to Bolagsverket’s branch page, a foreign company may have only one branch in Sweden, the branch has no capital of its own, and it keeps accounts separate from the parent. The parent stays liable for everything the branch does.

A sole trader business is personal: it belongs to an individual, not to a foreign company, so it suits someone who will live in Sweden rather than a company expanding there.

Step 1: Plan the board, the managing director and a Swedish contact

Business Sweden notes that the residence rules are frequently relevant for foreign-owned companies and should be considered early. Bolagsverket’s page on residing abroad sets out the rules for a limited company:

• Board size. A private AB may have one or two board members, but then it must also appoint a deputy board member. A managing director is optional.
• EEA residence. At least half of the board members and half of the deputy board members must live in the EEA, and so must the managing director and any deputy managing director, if appointed. The rule concerns residence, not citizenship.
• Signatories. If the board authorises individual signatories, at least one of them must live in the EEA.
• Contact person in Sweden. If every board member lives outside Sweden, the company must have a representative in Sweden who can accept service on its behalf (särskild delgivningsmottagare). That person must be in the Swedish population register.

If you cannot meet the residency rules, you must apply to Bolagsverket for an exemption, which it decides case by case. Board members also take on real responsibility: Bolagsverket warns that they may be held personally liable for the company’s debts, for example if taxes have not been paid.

Step 2: Prepare the memorandum, the articles and the name

The founders draw up a memorandum of association (stiftelseurkund), which states the share price, the board members and a draft of the articles of association (bolagsordning). The articles state, among other things, the company name, the registered office in Sweden, the business activities, the share capital and the number of board members.

Bolagsverket examines the name. According to its rules on business names, it must contain “aktiebolag” or “AB” and must differ from other names and trademarks in the same line of business. Describe the activities precisely: a vague description such as “consulting” can delay approval. Hold off on domain names and printed material until the name is registered.

Step 3: Pay in the share capital

The subscribers pay for their shares into a bank account opened for the company, or contribute assets in kind. Bolagsverket’s guide to setting up a limited company requires a certificate from a Swedish bank or a bank in the EEA, translated into Swedish and issued on a special form, proving that the capital has been paid. An ordinary deposit receipt is not accepted.

Start this step early. Business Sweden notes that banks run strict know-your-customer and anti-money-laundering checks, so opening the account is often the slowest part of forming an AB, especially when no board member or managing director lives in Sweden.

Step 4: Register with Bolagsverket

Once every founder has signed the memorandum, the company is formed, and you have six months to apply for registration. There are two routes:

• Online through verksamt.se, which requires Swedish electronic identification. The fee is SEK 2,400 through the e-service, according to Bolagsverket’s fee table, and the e-services are in Swedish only.
• On paper with form 816 e, “Registration of a new company”, for a fee of SEK 2,700.

Founders without Swedish e-ID can get a coordination number (samordningsnummer) from Skatteverket, but verksamt.se explains that identity must first be verified in person at a service office. Many foreign founders file on paper or let an adviser file for them instead.

When Bolagsverket registers the company, it issues a registration number and a certificate in Swedish. From that point the company is a legal entity and can start trading. Bolagsverket does not grant priority handling and publishes its current processing times, updated weekly.

Within four weeks of registration, the company must also report its beneficial owners, the people who ultimately own or control it. The e-service costs SEK 250 and needs a signatory with Swedish e-identification; without one, you can apply for an exemption and file on paper.

Step 5: Register for F-tax, VAT and as an employer

After Bolagsverket, the company registers with Skatteverket. Three registrations matter:

• F-tax (F-skatt). Approval for F-tax means customers do not deduct tax from payments to you for work done in Sweden. Skatteverket’s page on F-tax approval notes that a limited company’s operations are normally always taxed as business activities, and that approved businesses write “Godkänd för F-skatt” on their invoices.
• VAT (moms). Register when the company sells VAT-liable goods or services and its yearly turnover exceeds SEK 120,000; below that you may register voluntarily, according to Skatteverket’s page on VAT registration. You must show evidence of real activity, such as contracts or invoices.
• Employer. Any company that pays salaries registers as an employer, including for an owner who works in their own AB.

With Swedish e-ID, these registrations run through verksamt.se; without it, on form SKV 4620. For F-tax, verksamt.se asks foreign legal entities, their managers and anyone with controlling influence to show documents from abroad proving they owe no taxes or contributions, issued within the last three months.

Registering a branch

A branch follows a shorter route. The foreign company appoints a managing director with a special power of attorney, who files form 887 e with Bolagsverket before trading starts, as described on its page on setting up a branch. The branch fee is SEK 3,000, and Bolagsverket gives a processing time of about one or two weeks. The managing director should live in the EEA; if not, the company appoints a person resident in Sweden to receive service. For tax, a foreign company uses Skatteverket’s e-service for the registration of foreign companies, after assessing whether it has a permanent establishment in Sweden.

How a Swedish company is taxed

• Corporate income tax: 20.6% of taxable income for legal persons, under chapter 65, section 10 of the Income Tax Act. Business Sweden confirms the same flat rate for 2026, applied to the worldwide income of resident companies.
• VAT: the rates in Skatteverket’s tables are 25%, 12% and 6%, with 25% as the standard rate. Some activities, such as healthcare, banking and insurance, are exempt. A company based outside the EU cannot use the small-business VAT exemption.
• Employer contributions: Business Sweden’s guide to running a business in Sweden puts statutory employer contributions at 31.42% of gross salary, and the employer files a contributions and PAYE return every month.

Since 1 July 2026, new VAT rules give Skatteverket more power to refuse or cancel a registration, as its VAT page explains, so expect questions about the business before a VAT number is issued.

Running the company after registration

• Annual report: a limited company files its annual report, in Swedish, with Bolagsverket within seven months of the year end. Bolagsverket cannot extend the deadline and issues late filing penalties, and its annual report page adds that this applies to dormant companies too.
• Accounting currency: an AB may keep its accounts in SEK or EUR, stated in the articles.
• Audit: a small AB needs no auditor until it has exceeded two of three limits in each of the last two years: more than 3 employees on average, a balance sheet over SEK 1.5 million and net turnover over SEK 3 million, according to Bolagsverket’s auditor rules.
• Returns: VAT returns for every reporting period, even with nothing to report, monthly employer returns and a yearly income tax return.
• Branches: each year a branch files a certified copy of the parent’s annual report, and a branch of a company from outside the EEA also files its own.

Moving to Sweden to run the business

Citizens of countries outside the EU and EEA who want to run their own business in Sweden apply to the Migration Agency for a residence permit for self-employed people. Among the requirements: you run the business and own at least 51% of it, you know Swedish or English to the level the business needs, your budget is credible, and you have at least SEK 200,000 of your own money to support yourself, plus more for a spouse and children and enough to fund the business. The application includes the Swedish certificate of incorporation, so the company usually comes first.

Common mistakes foreign founders make

• Appointing a board that breaks the residency rules. Fix the board before the memorandum is signed, or budget time for an exemption.
• Leaving the bank account to the end. Without the bank certificate there is no registration.
• Ordering branding before the name is approved. Bolagsverket can reject a name that clashes with an existing one.
• Forgetting the beneficial owner filing. Four weeks pass quickly after registration.
• Treating a branch as a separate company. The foreign parent remains liable and must file its own accounts in Sweden every year.

Finding an adviser to set up a company in Sweden

Accountanty lists 92 firms in Sweden: 85 accounting firms, 6 corporate service providers and 1 law firm. Most are in Stockholm (50) and Gothenburg (29), and 82 of them offer company formation. Our company formation page explains how to compare providers, shelf companies and quotes, and the page on accountants for foreign clients lists the 38 firms that focus on clients from abroad. For the years after registration, see the firms that handle accounting and payroll.

An adviser cannot change the residency rules, but one with a Swedish contact person, e-ID access and bank relationships removes most of the practical obstacles. Once your board and capital are settled, you can set up a company in Sweden in a few clear steps. Send one free quote request describing your plans, and Accountanty forwards it to firms that fit.