How to Set up a Subsidiary in Sweden

Expand your business footprint effortlessly with our comprehensive guide on setting up subsidiaries in Sweden. Let’s pave the way for your business expansion and embrace the opportunities Sweden offers.

Expanding your business operations to a new country can be exciting and challenging. With its thriving economy, highly skilled workforce, and business-friendly environment, Sweden presents a promising opportunity for companies looking to establish subsidiaries. However, navigating a foreign country’s legal and regulatory landscape can be daunting. We aim to empower you with the knowledge and insights to make informed decisions and successfully set up your operations.

By following these guidelines, you can lay a solid foundation for your business and unlock the growth potential offered by the Swedish market.

Key Characteristics of a Swedish Subsidiary

The characteristics of a Swedish subsidiary are essential for investors interested in registering a subsidiary in Sweden. Typically, a subsidiary is established as a locally incorporated company, commonly as a private limited liability company. To open a subsidiary in Sweden in 2023, the general steps required are similar to those for opening a Limited Liability Company (LLC).

There are several critical characteristics of a Swedish subsidiary to consider:

Ownership: For a company to be considered a Swedish subsidiary, a foreign company must own a significant portion of its capital or a majority of voting shares.

Legal Entity: Once established, the subsidiary becomes a separate legal entity capable of entering into contracts and hiring personnel without requiring approval from the foreign company.

Limited Liability: Swedish subsidiaries are structured as limited liability companies, where their contribution to the capital determines the liability of the members.

Multiple Subsidiaries: A foreign company can establish subsidiaries in Sweden as desired.

When incorporating a subsidiary in Sweden, there are two options: private or public company. Here are the key differences:

Private Company:

  • Cannot sell shares to the public.
  • The minimum capital requirement is 25,000 SEK.
  • Requires at least one board member.

Public Company:

  • Can sell shares to the public.
  • The minimum capital requirement is 500,000 SEK.
  • Requires at least three board members.

Must appoint a managing director and an auditor, although these steps are optional for private companies.

Understanding the characteristics and distinctions of Swedish subsidiaries is crucial for investors considering expansion into the Swedish market.

How to Set up Subsidiaries in Sweden

Setting up a subsidiary in Sweden can be an efficient way to expand your business operations and establish a presence in the country. Sweden’s most common type of subsidiary is a private limited liability company. Here is a step-by-step guide on how to set up Swedish subsidiaries, highlighting the essential information you need to know.

Choose the Type of Subsidiary

The first step is to determine the type of subsidiary you want to establish. In Sweden, a private limited liability company, Aktiebolag (AB), is the most common and preferred subsidiary form for foreign companies. This structure provides limited liability protection to shareholders.

File Articles of Association

To officially set up a limited liability company in Sweden, you must file articles of association with the Swedish Companies Registration Office (Bolagsverket). The articles of association should outline essential details, such as the company’s name, registered office address, share capital, and information about shareholders and directors.

Deposit Share capital

When setting up a Swedish subsidiary, the amount of share capital required can vary depending on the type of company. The minimum share capital for private limited companies (AB) is 50,000 Swedish Krona (SEK). This amount must be fully subscribed and paid in cash or other assets. However, it’s important to note that the required share capital may differ for specific industries or regulated activities.

It’s advisable to consult with a legal or business professional to determine the specific requirements for your company. Remember, the share capital represents the financial foundation of your subsidiary and ensures its credibility and ability to meet financial obligations.

Register a Company Name

Next, you must register your chosen company name with the Swedish Companies Registration Office. The name must be unique and not conflict with existing company names. The registration process ensures that your chosen name is available for use.

Register for Taxes

To comply with Swedish tax regulations, you must register your subsidiary with the Swedish Tax Agency (Skatteverket). Firstly, visit the website of the Swedish Tax Agency (Skatteverket) to gather information and download the necessary forms. Secondly, fill out the registration form for a legal entity. Provide details such as company name, address, and contact information. Additionally, you’ll need to appoint a representative who will handle tax matters on behalf of the subsidiary. Finally, please submit the completed form and any required documents to the Tax Agency by mail or online.

This registration ensures that your company is assigned the necessary tax identification numbers and is included in the Swedish tax system. Ensuring timely registration is essential to avoid any penalties or delays in conducting business operations in Sweden.

Appoint a Board of Directors and a Managing Director

In Sweden, a limited liability company must have a board of directors responsible for overseeing the company’s operations. You must appoint at least one director in the European Economic Area (EEA). Additionally, you must appoint a managing director responsible for the company’s daily management.

Create Rules of Procedure

It is essential to establish rules of procedure for both the board of directors and the managing director. These rules outline the company’s decision-making process, responsibilities, and internal procedures. Clearly defining these guidelines helps ensure smooth operations and accountability.

Determine Signing Authority

Determine who has the power to sign official documents and make legally binding agreements on behalf of the subsidiary. This authority is usually granted to specific individuals, such as the managing director or other designated officers. Clearly defining signing authority helps avoid confusion and ensures that all transactions are conducted following the company’s policies.

Open Bank Accounts

Once the subsidiary is officially registered, you can open bank accounts in Sweden. This step typically takes around four weeks. It is essential to have a local bank account to facilitate financial transactions, pay employees, and manage day-to-day business operations.

By following these steps, you can successfully set up a subsidiary in Sweden. Consult with legal and tax professionals to ensure local laws and regulations compliance.

Steps to Follow after You Set up a Subsidiary in Sweden

Understand Swedish Employment Law:

Familiarize yourself with the which regulates employment conditions in Sweden. This act establishes that employment contracts are typically indefinite unless explicitly stated otherwise. It also outlines various fixed-term employment contracts and provisions for parental leave, holiday entitlements, and pensions. Knowing the basic tenets of Swedish employment law before hiring staff is essential.

Hire Staff Legally:

When you are ready to expand your workforce, follow the legal requirements for hiring employees in Sweden. Adhere to the employment regulations, such as providing appropriate contracts and following the procedures for hiring and terminating employees. Comply with the laws regarding salary, benefits, working hours, and other employment conditions.

Seek Professional Accounting Assistance:

Unless you possess a strong background in accounting, hiring an accountant or seeking accounting services is advisable. Using the expertise of qualified professionals will ensure that your bookkeeping, tax filings, and compliance with Swedish regulations are handled correctly. Look for reputable accounting firms that specialize in assisting small businesses like yours.

Maintain Accurate Bookkeeping:

Establish and maintain proper bookkeeping practices to ensure accurate financial records. Implement a system that tracks income, expenses, assets, liabilities, and other financial transactions. This will help you monitor the financial health of your Swedish subsidiaries and fulfil your reporting obligations to relevant authorities.

Comply with Tax Regulations:

Understand the Swedish tax system and fulfil your tax obligations as a business entity. Familiarize yourself with tax requirements, deadlines, and reporting obligations specific to your industry and business activities. Seek guidance from your accountant and tax advisor to ensure compliance and maximize tax benefits or deductions.

Establish Relationships with Local Partners:

Networking and building relationships with local partners, suppliers, and industry peers can be valuable for your Swedish subsidiaries. Attend industry events, join relevant associations, and engage in professional networks to expand your connections. Collaborating with local businesses can provide insights into the Swedish market, open up potential opportunities, and enhance your company’s visibility.

Stay Informed about Business Regulations and Updates:

As a business owner, staying up to date with any changes in Swedish business regulations, industry trends, and market conditions is essential. Monitor official government sources, industry publications, and relevant websites to stay informed about legislative changes or updates that may impact your Swedish subsidiaries.

Maintain Good Communication with Local Authorities:

Establish and maintain a good relationship with the local authorities, such as tax authorities, labour agencies, and relevant government departments. Respond promptly to any inquiries, submit required reports or filings on time, and proactively seek guidance when needed. Building a positive rapport with the authorities can facilitate smoother operations and help resolve any potential issues effectively.

Remember, establishing and operating a subsidiary in Sweden requires compliance with local laws and regulations. Seeking professional advice, understanding employment and tax regulations, and maintaining accurate financial records are critical factors in successfully managing your Swedish subsidiaries.