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Liquidation of limited companies

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Liquidation is the closing down of a business and the conversion of its assets into cash. The money is used, inter alia, to pay debts.

Important points when liquidating a limited company

Only the annual meeting of shareholders can decide to liquidate. The decision applies immediately, unless otherwise stated in the decision.

Voluntary liquidation of limited companies at bolagsverket.se (in Swedish)

The general meeting must notify the liquidation to the Swedish Companies Registration Office. The general meeting can then submit its proposal for a liquidator to the Swedish Companies Registration Office, which examines whether the proposed liquidator can be appointed.

Liquidator in limited companies at bolagsverket.se (in Swedish)

The liquidator replaces the company board and managing director and closes the company. The Companies Registration Office appoints a liquidator. It may be a liquidator proposed by the business.

You can appeal the decision regarding the liquidator appointed by the Companies Registration Office. When you receive the decision, you will also receive information regarding how to appeal.

Submit form K10 in close limited company

Shareholders who own qualifying shares in a smaller limited company, a so-called close limited company, must continue to submit a form K10 together with their private income tax return until the liquidation is completed. If the ownership has changed in the company, the liquidator needs to report this to the Swedish Tax Agency.

Change information about part-owner in close limited company

The liquidator shall:

  • change debited preliminary tax
  • deregister the company from F-tax, VAT and as an employer
  • deactivate the cash register and staff register
  • deregister excise duties
  • deregister representatives.

Business name no longer protected

When the company ceases to exist, the rights to the business name also cease unless someone protects it, for example by registering it as secondary business name to another business. A secondary business name is an additional company name for a part of the business's activities. Some company names

A company can be forced into liquidation (this is called compulsory liquidation) if it does not meet the requirements of a limited company in the Companies Act, for example:

  • if the company's equity falls below certain statutory requirements
  • if the company lacks a competent board of directors or auditor
  • if the company has not submitted its annual report to the Companies Registration Office on time.

It is the Companies Registration Office or a general court that decide on compulsory liquidation and it is possible to appeal the decision. When you receive the decision, you will also receive information regarding how to appeal.

This page was last updated:

From: Swedish Agency for Economic and Regional Growth

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