Selling a trading or limited partnership
Selling your trading or limited partnership can be the biggest deal you make as an entrepreneur. With good planning, you can avoid many problems.
Important points when selling a trading or limited partnership
Selling a trading or limited partnership can be done in different ways:
- Sale of shares. The company is then left with its debts and assets.
- Sale of assets and liabilities. This means that all or part of the company is sold. The company name and registration number remain with the same partners.
A person can also transfer shares by gift, inheritance or will. You can read more on the page about generational change.
Succession of generations for a trading or limited partnership
1. Prepare the sale
Think through how much of the company you want to sell. Do you want to sell only part of the company and the same partners continue to run the rest of the business, or do you want to sell your entire share?
If you want help planning your sales and getting an objective assessment of your business, you can hire a qualified advisor.
2. Report to the Swedish Companies Registration Office
Report a change of the address and partners
If the company's partners or address have changed, you need to notify the Swedish Companies Registration Office.
Liquidate and deregister the company
If all assets and liabilities have been sold and the company will no longer conduct any business, the company must be liquidated and deregistered with the Swedish Companies Registration Office.
3. Report a changed visiting address to the Swedish Tax Agency
If the company's visiting address changes due to the sale, the remaining partners must report this to the Swedish Tax Agency.
If you are unable to use the service, you can use a paper form.
Download the Swedish Tax Agency's form SKV 4639
4. Report the sale
The result of the sale is in the company's accounts and is taxed by the shareholders.
Form K15B at the Swedish Tax Agency (in Swedish)
In most cases, you should report the sale of shares in the income category capital. In some cases, you should instead report the sale in the income category business or capital.
From the sales price, you may deduct the positively adjusted acquisition cost, which consists of:
- the amount you paid for the share
- + contributions and taxable income
- - withdrawals and deficits you have deducted.
If the adjusted acquisition cost is negative, you should add the amount to the sales price and your capital gain will be greater.
Liquidate a partnership at the Swedish Tax Agency (in Swedish)
Form K15A at the Swedish Tax Agency (in Swedish)
Form K15B – Divestment – Share in a partnership – business at the Swedish Tax Agency (in Swedish)
Return funds
You must return any accrual and expansion funds when selling your share.
Tax rules for partners in partnerships at the Swedish Tax Agency (in Swedish)
Calculate final social security contributions and special payroll tax
The year you sell your business, you can make a more precise calculation of your social security contributions/special payroll tax. This will save you from having to submit a business supplement the following year to adjust the contributions.
The page Declaring as a partner in a trading partnership at the Swedish Tax Agency (in Swedish)
Change debited preliminary tax
If the company pays preliminary tax every month for, for example, special wage tax, property tax or property fee that changes with the sale, you need to submit a preliminary income declaration.
Preliminary income declaration 2 for legal entities (SKV 4313) at the Tax Agency (in Swedish)
The partners may also need to change their debited preliminary tax.
Preliminary income declaration 1 for natural persons (SKV 4314) at the Tax Agency (in Swedish)
Be careful with whom you do business
Be extra vigilant about which company you do business with when selling your company. It is easy to be deceived.
Be careful when selling or closing your business - Companies Registration Office (in Swedish)