You can start a limited partnership with one or more other people. A limited partnership is a special form of partnership in which the liability of some partners is limited to what they have invested in the company. These partners are called limited partners and normally have no right to decide how the company is managed. However, the limited partnership must have at least one partner with unlimited liability, known as a general partner.
1. Write articles of partnership
Even if you have verbally agreed to form a limited partnership, it is a good idea to draw up articles of partnership. The articles can, for example, regulate distribution of profits or what to do if one partner wants to leave the business. Contractual provisions and mutual insurance policies can help provide financial protection for you as a partner.
There are no formal requirements for the articles of partnership, but it can be useful to include things like division of labour and working hours, powers and who does what. You probably have additional items for your business. Feel free to discuss with an external advisor.
2. Register the limited partnership and pay the fee of SEK 1,200
Use the service here at verksamt.se to apply to register your limited partnership. The Swedish Companies Registration Office sends a certificate of registration when the company is registered. It costs from SEK 1,200 to register a limited partnership.
If you cannot use the service, you must contact the Swedish Companies Registration Office.
Help in choosing a business name
Need help choosing a business name? TheHelp choosing a company name service provides information to help you choose a name for your business.
3. Tax registration of the limited partnership
When you start your business, you can apply for F-tax approval and you may also need to register for VAT. The easiest way to do this is via the service here at verksamt.se.
Once the limited partnership has been registered, you can apply to the Tax Agency for F-tax approval. Some of the information you provided when you registered your limited partnership 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 partnership is to be registered for VAT, you will be helped to calculate the limited partnership’s tax base.
While a limited partnership can have employees, the partners themselves are not considered employees. You must submit a PAYE tax return every month, even if you have not paid any salary or other taxable remuneration. A business that only pays 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 the business’ tax and file a preliminary income tax return on the taxes for limited partnership page.
4. 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.
5. Register a beneficial owner
You must register the beneficial owner with the Swedish Companies Registration Office within four weeks of the company being registered. A beneficial owner is the person or persons who ultimately owns or controls an association or company.