You can start a limited company alone or with one or more other people. A limited company is a company in which the partners, i.e., the shareholders, are normally not personally liable for the company's debts. Liability is limited to the capital invested in the 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.
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.
Help in choosing a business name
Need help choosing a business name? The Help choosing a company name service provides information to help you choose a name for your business.
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.
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.
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.
If you cannot use the services, you can use a form instead.
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 within four weeks of the company being registered.
4. Tax registration of the limited company
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.
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.
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.
More about taxes and contributions
Learn more about how to calculate your tax and file a preliminary income tax return on the taxes for limited companies page.
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.