Swedish company formation
Incorporating a Swedish limited company — an aktiebolag, or AB — when the owners sit outside Sweden.
- What it is
- A Swedish limited company with its own legal personality, separate from the foreign parent.
- Who needs it
- Foreign groups wanting a Swedish presence with liability separated from the parent.
- Statutory basis
- Aktiebolagslagen (2005:551)
- Registered with
- Bolagsverket
- Fixed fee
- SEK 29,500
An AB is the default choice for a foreign group establishing in Sweden. It has its own legal personality, its own balance sheet, and liability that stops at the company rather than reaching the parent. Share capital starts at SEK 25,000, which is your working capital, not a fee — it stays in the company and can be used from the day of registration.
The part that catches foreign owners out is residency. At least one authorised representative — a board member, managing director or special signatory — must be resident in the EEA. Where the whole board sits outside the EEA, you need either a dispensation from Bolagsverket or a change to the board's composition, and either way you will also need a process agent resident in Sweden to receive service of process. We work out which of those applies before you file anything, not after Bolagsverket queries it.
What we do
- Check name availability and reserve it
- Draft the memorandum of association and articles of association
- Structure the board to satisfy the EEA residency requirement
- Guide the share-capital deposit and bank certificate process
- File the registration with Bolagsverket and handle any queries
- Register beneficial ownership
What you should know before you start
The timetable is governed by the bank, not by us and not by Bolagsverket. Swedish banks run know-your-customer checks before issuing the share-capital certificate, and for a foreign-owned company that routinely takes several weeks. Bolagsverket's own processing is comparatively quick once the filing is complete. Plan around the bank.
If speed matters more than a bespoke structure, a ready-made shelf company is an alternative worth discussing — it gives you an organisation number immediately, at the cost of a name you did not choose and articles you will want to amend.