Company formation in Sweden

Company formation in Sweden: the tasks a provider handles for you

A complete engagement runs from the first structure discussion to the first invoice the company sends. Expect these tasks to be covered, or ask who covers them:

• Structure advice: a new limited company (AB), a ready-made shelf company or a branch (filial) of your foreign company, and whether a holding layer makes sense.
• Board check: whether your planned board, deputy and managing director meet the EEA residency rules, and an exemption application to Bolagsverket if they do not.
• Swedish contact person: if nobody on the board lives in Sweden, the company must register a person resident in Sweden to accept service on its behalf.
• Documents: the memorandum and articles of association, the name proposal with a precise description of the activities, and translations.
• Share capital: coordinating the bank certificate that proves the SEK 25,000 minimum has been paid in.
• Filing: the registration with Bolagsverket, followed by the beneficial ownership report within four weeks.
• Tax registration: F-tax, VAT and employer registration with Skatteverket, including the certificates from abroad showing no unpaid taxes.

Why a Swedish provider saves time for a foreign founder

Several Swedish e-services are built around Swedish electronic identification. Bolagsverket’s e-service for registering a limited company needs it, and so does the beneficial ownership e-service. A foreign founder can obtain a coordination number from Skatteverket, but verksamt.se explains that identity must first be verified in person at a service office. Without it, everything goes on paper forms in Swedish.

A provider used to this routine prepares the paper forms correctly, or arranges online filing when an authorised signatory has Swedish e-ID. It also knows which documents Skatteverket expects from abroad. For F-tax, verksamt.se asks foreign legal entities, their managers and anyone with controlling influence for documents showing no unpaid taxes or contributions, issued within the last three months. Missing or expired certificates are a common reason for a registration to stall.

New company or shelf company?

You have two ways to get an AB, and providers sell both.

Forming a new company. The provider drafts the documents, the founders sign, the capital goes in and Bolagsverket registers the company. Bolagsverket charges SEK 2,400 through its e-service or SEK 2,700 on paper, according to its fee table. You choose the name and the articles from the start.

Buying a shelf company (lagerbolag). A provider keeps preregistered companies that have never traded. Business Sweden calls this the easiest and most common route: the company can start business once the share purchase agreement is signed and the capital is transferred. You then hold a general meeting to change the name, the articles and the board, and those changes must be registered with Bolagsverket. Business Sweden puts the cost of a shelf company at typically SEK 10,000 to 25,000 or more, depending on the services included.

A shelf company suits a founder who needs a company number quickly, for example to sign a contract. A new formation suits a founder who has time and wants the name approved before trading. In both cases the bank account remains the slow part, and the residency rules apply to the new board.

Which kind of firm: accountant, corporate service provider or lawyer?

Of the 82 firms on Accountanty that offer company formation in Sweden, 75 are accounting firms, 6 are corporate service providers and 1 is a law firm.

Accounting firms suit founders who want one adviser from registration onwards. The company must keep books, file an annual report in Swedish with Bolagsverket within seven months of the year end and submit tax returns, so continuity matters. Among the listed formation firms, 77 also offer accounting and 72 offer payroll.

Corporate service providers focus on registrations, shelf companies, addresses and contact persons. They suit a foreign group that already has its accountants lined up, or a founder who wants the company in place fast.

Law firms suit structures with several owners, shareholder agreements or regulated activities.

Size is a second filter: 59 of these firms are small, 14 medium-sized and 9 part of large networks. A network firm helps when your group already uses its auditors in other countries; a small firm often gives you a partner as your direct contact.

What the provider needs from you

Have these ready before the first call, because each one decides how fast the file moves:

• A precise description of the activity. Bolagsverket examines the name against the line of business, and its name rules warn that a vague description can delay approval.
• Two or three name ideas ending in “AB”.
• The board you intend to appoint, with where each person lives.
• Passports for every board member, deputy, signatory and shareholder, and for a corporate shareholder its registration extract and a board resolution.
• The ownership chain up to the individuals who ultimately own or control the company, which the beneficial ownership report requires.
• Tax certificates from abroad for the F-tax application, issued within the last three months.
• The share capital, and a plan for which bank will hold it.

How to read a company formation quote

Ask every provider to split its quote into three parts, so you can compare like with like.

Official fees

• Bolagsverket’s registration fee: SEK 2,400 online or SEK 2,700 on paper for a limited company, or SEK 3,000 for a branch
• SEK 250 for the beneficial ownership registration
• fees for later changes, such as a new name or board after buying a shelf company

The provider’s fees

• the formation fee and the steps it covers, from the board check to the tax registrations
• the price of the shelf company, if you buy one
• any separate charge for the Swedish contact person, a registered address or an exemption application
• translations and certified copies

Recurring costs

• bookkeeping, the annual report and the income tax return
• VAT returns for every reporting period once the company is registered, and monthly employer returns if it pays salaries
• an auditor once the company exceeds two of the three size limits in two consecutive years: more than 3 employees, a balance sheet over SEK 1.5 million or net turnover over SEK 3 million

The 82 listed firms do not all publish prices, so a written quote is the reliable way to compare.

Credentials worth checking

• The firm’s own registration. Swedish limited companies and branches are registered with Bolagsverket, so ask for the provider’s registration number and check its details there.
• Audit work. Business Sweden notes that only certified accountants and audit firms registered by the Swedish Inspectorate of Auditors (Revisorsinspektionen) may audit a limited company. If your company will need an audit, ask who signs it.
• Professional bodies. Some listed firms state membership of an association of authorised accounting consultants or auditors; ask which one and what standard it applies.
• Foreign-client experience. 28 of the formation firms say they focus on clients from abroad, and at least 6 list shelf companies among the entities they handle.

How Accountanty reviews the firms it lists is set out on how we select firms.

Questions to ask before you sign

1. Does my planned board meet the EEA rules, and if not, will you prepare the exemption application?
2. Who will be the company’s contact person in Sweden, and is that included in the fee?
3. New company or shelf company: which do you recommend for my timeline, and why?
4. Which bank do your clients from abroad usually use, and what will it ask for?
5. Which documents do you need from my home country, and how recent must they be?
6. Who files the F-tax, VAT and employer registrations?
7. Who keeps the books and prepares the annual report after the first year?

Working with a provider from abroad

Much of the work can happen without you in Sweden. Bolagsverket accepts the bank certificate from a Swedish bank or one elsewhere in the EEA, the forms can be signed and posted, and the provider can follow the case. What takes your own time is collecting certificates at home and answering the bank’s questions. If you plan to move to Sweden from outside the EU and EEA, the residence permit for self-employed people asks for the Swedish certificate of incorporation, so the company comes first; only 4 of the formation firms also list residency and visa help.

Language is the other practical point. Annual reports must be in Swedish, while 30 of the formation firms state that they work in English and 42 in Swedish; several also work in Finnish, Arabic or Polish. Of the formation firms, 43 are in Stockholm and 27 in Gothenburg, and the page on accountants for foreign clients narrows the list further.

Warning signs

• A promised registration date. Bolagsverket processes cases in order and does not grant priority handling.
• No question about your board. The residency rules decide whether the file is accepted.
• One price with no breakdown. You cannot tell official fees from the provider’s margin.
• No plan for the first annual report. The deadline is fixed and late filing brings penalties.
• Nothing in writing. An engagement letter should name the scope, the price and who does what.

Making the final choice

Shortlist two or three providers, send each the same short brief and compare the written answers to the questions above. Choose the one that checks your board and bank first, explains every fee, and can carry the company past its first annual report. For company formation in Sweden without contacting firms one by one, send a single free quote request: Accountanty reviews it and passes it to suitable firms, and you compare their replies before you decide.