Starting and registering a limited company

1. You need SEK 25,000 in share capital

When you start a limited company, you need at least SEK 25,000 in share capital. Your share capital may consist of cash or property that is useful to the business (in kind), such as a car or a property.

Pay for shares at bolagsverket.se (in Swedish)

Ask your bank for a bank certificate

Ask the bank for a certificate showing that the share capital has been paid in. When you submit your application to register a limited company, your contact at the bank will issue an electronic bank certificate.

If you pay the share capital with property instead, an authorised public accountant or auditor must value the property in order for you to use it as share capital. You then must submit a statement from the auditor.

Bank certificate when starting a limited company at bolagsverket.se (in Swedish)

2. Write a memorandum of association and articles of association

You must write a special document describing your decision to set up a limited company. This is called a memorandum of association. The document must also include a draft of the articles of association, the company's set of rules. The board of directors must also establish a register of all the company's shares and shareholders, a share register. The share register is public.

Memorandum of association for limited companies at bolagsverket.se

Articles of association for limited companies at bolagsverket.se

Share register and share certificates at bolagsverket.se (in Swedish)

Appoint a board of directors and auditor

The limited company must have a board of directors consisting of at least one member and one alternate. If the board has two or more members, one must be the chairperson.

Limited companies can have a managing director, who is appointed by the board of directors. Most newly established limited companies can choose not to have an auditor. For public limited companies, different rules apply to the board of directors and the auditor.

Board of directors and managing director of limited companies at bolagsverket.se

Auditor of limited companies at bolagsverket.se

3. Register the limited company and pay the fee of SEK 1,900

Use the service here at verksamt.se to apply to register your limited company. The Swedish Companies Registration Office sends a certificate of registration when the company is registered. It costs from SEK 1,900 to register a limited company

Instead of cash, the share capital may consist of property that is useful to the business, such as a car or real estate. This is called non-cash property.

Register a limited company with non-cash property (in Swedish)

If you cannot use the services, you can use a form instead.

Form to register a limited company at bolagsverket.se

Current processing times at bolagsverket.se

Register the beneficial owner at the same time

You register a beneficial owner in the service at the same time as your limited company. It costs SEK 250 to register beneficial ownership.

A beneficial owner is the person or persons who ultimately owns or controls an association or company. Most newly established limited companies are required to register a beneficial owner with the Swedish Companies Registration Office.

If you register a limited company where the shares are paid with property or submit a form to the Swedish Companies Registration Office, you must report the beneficial owner to the Swedish Companies Registration Office.

Beneficial ownership register at bolagsverket.se

4. Tax registration of the limited company

F-tax

Once the limited liability company has been registered, you can apply to the Swedish Tax Agency for F-tax approval. Some of the information you provided when you registered your limited company with the Swedish Companies Registration Office will be transferred to the service where you apply for F-tax, such as the company's financial year.

VAT

Depending on the business of the company, it may need to be registered for VAT. Information on different VAT rules will be provided during the registration process. If the limited company is to be registered for VAT, you will be helped to calculate the limited company’s tax base.

Employer

If the company will have employees and pay salaries, it needs to be registered as an employer. In a limited company, the owner is considered an employee and the limited company pays the salary. Companies that only pay compensation once or a few times per year can obtain a so-called seasonal registration.

F-tax, VAT, employer and SNI

5. Check business permit requirements

You should learn whether your business requires a license or any other form of application to public authorities, municipalities or other organisations. Special requirements may be imposed on the operator or the premises used by the business.

Find permits