Liquidation of an economic association
Liquidation means that the association is terminated and the assets are converted into money. The money is used, among other things, to pay the association's debts.
Important points when liquidating an economic association
1. The general meeting decides on liquidation
Only the general meeting can decide on voluntary liquidation. The decision applies immediately, unless otherwise stated in the decision.
2. The association notifies the liquidation
The association must notify the liquidation to the Swedish Companies Registration Office. The association can then submit its proposal for a liquidator to the Swedish Companies Registration Office, which examines whether the proposed liquidator can be appointed.
Liquidation of economic association at the Swedish Companies Registration Office (in Swedish)
3. The liquidator liquidates the association
The liquidator replaces the association's board and CEO and liquidates the association. The Swedish Companies Registration Office appoints a liquidator. It may be a liquidator that the company has proposed.
The association can appeal the decision on which liquidator the Swedish Companies Registration Office has appointed. When you receive the decision, you will also receive information on how to appeal.
The liquidator
- changes debited preliminary tax
- deregisters the association from F-tax, VAT and as an employer
- deregisters cash registers and staff registers
- deregisters excise duty
- deregisters representatives.
When the association is dissolved, the liquidator notifies the Swedish Companies Registration Office that the liquidation has been completed.
The company name is no longer protected
When the association ceases, the right to the association's name also ceases unless someone protects it, for example by registering it as a special company name to another company or association. A special company name is an additional company name for part of the company's or association's operations. Some company names can also be protected as trademarks.
4. Submit declarations
The association's board and CEO are responsible for the association's accounts until a liquidator is appointed. In connection with the liquidator's appointment, the association must hand over the accounts for the period after the most recent annual report up to the date of liquidation.
Declare for an economic association at the Swedish Tax Agency (in Swedish)
As long as the association is registered with the Swedish Companies Registration Office, it must continue to submit an income declaration. This also applies if the association is deregistered for VAT and as an employer.
Members report in their income tax return
As the association goes into liquidation, the members are considered to have sold their shares. Capital gain or loss is taxed as a dividend.
Share in economic association at the Swedish Tax Agency (in Swedish)
5. Final report
The liquidator makes a so-called distributione deed in which it is clear what debts and assets the association has. When the shift is complete, a final report must be processed at the association's general meeting. The association ceases to exist as soon as the final report is established. The liquidator must immediately notify the Swedish Companies Registration Office that the liquidation has been completed.
The Swedish Companies Registration Office can decide on compulsory liquidation
An association can be forced to go into liquidation according to the Act on Economic Associations. It is called compulsory liquidation and is decided by the Swedish Companies Registration Office or the district court. This can occur if the economic association does not meet the requirements of the law, for example when the number of members becomes fewer than three or if the business is conducted in a different way than what was assumed during registration
Simplified winding up
Simplified winding up is a closing without prior liquidation. The association must apply for simplified winding up with the Swedish Companies Registration Office.
Together with the application, the association needs to send a certificate showing that you do not have or are at risk of receiving any unpaid taxes and fees
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