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Start Up of Limited Company

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					Starting up a limited company




                                1
    Contents
    Are you planning to start a limited company?                 3

    Limited companies in brief                                   4

    Form the limited company                                     6

    Application to Bolagsverket                                  8

    Choose a business name                                      10

    The board of directors and the managing director            12

    Auditors                                                    14

    File the annual report                                      16

    Attachments to the application                              18
    •Example of the contents of memorandum of association       18
     (capital contribution in cash)
    •Example of the contents of the memorandum of               19
     association (capital contribution in kind)
    •The contents of the articles of association in a private   20
     limited company
    •Example of the contents of the articles of association
     in a private limited company                               21

    References                                                  22




2
Are you planning to
start a limited company?
Before starting a limited company you need to consider a
number of things. What should be the name of the company?
Who should be on the board of directors and does the company
need an auditor?

In this brochure you can read about     Do you want to read more about
how to start a limited company, what    limited liability companies?
choices you have to make and what       Have a look at our website bolagsverket.se.
to submit to Bolagsverket. Below you    From the website you will also reach
will find a short description of the    verksamt.se by which you may start the
process from your decision to start     limited company yourself, both with us
the limited company till the business   and with Skatteverket (the tax authorities).
is running.                                                                                    7



                                                                                           6

                                                                                       5

 How to start a limited company
 1. Decision to start – Memorandum of association
                                                                                           4
    and Articles of association                                             3
 2. Payment of the shares – the share capital
 3. The bank provides a Bank certificate
 4. Application and payment of the registration fee
    to Bolagsverket
 5. Submission of additional information to
    Bolagsverket, when applicable
 6. Bolagsverket registers the company; registration
    number and certificate of registration
                                                                      1                        2
 7. The business activities may start


                                                                                                   3
Limited companies in brief
A limited company is a           The limited company is a legal entity.    domiciled in any country. Bolagsver-
                                 A limited company becomes a legal         ket does not register the shareholders
form of business enterprise
                                 entity upon registration with Bolags-     of a company. But the board of
in which the shareholders’       verket. A legal entity may enter into     directors is obliged to establish a
responsibility is limited to     agreements, have employees, own things    share register with an updated list of
                                 and be a party in legal proceedings.      the shareholders. The share register is
the capital they invested
                                                                           a public document and must be kept
in the company. Here we          Registration number as the                available to the public by the company.
present short facts on limited   identification of the company
                                 The limited company receives a            The board of directors
companies.                       registration number upon registration     represents the company
                                 with Bolagsverket. The registration       A limited company is represented by
                                 number is used as the identification      a board of directors, appointed by
                                 of the company at contacts with           the shareholders’ meeting. A limited




    AB
                                 authorities and others.                   company may also have a managing
                                 Private and public limited                director. Sometimes a person author-
                                 companies                                 ized to receive service of process is
                                 A limited company may be private or       also needed.
                                 public. A public limited company is
                                 an enterprise with the right to offer     The auditor checks up the
                                 its shares to the public. All the other   board of directors
                                 limited companies are private.            If the limited company decides to
                                                                           have an auditor, it must be an authorized
                                 The business name                         or approved auditor who examines
                                 When you register a limited company       the work of the board of directors.
                                 with Bolagsverket you gain protection     The auditor is appointed by the
                                 for the business name throughout the      shareholders’ meeting.
                                 country. Read more about business
                                 name on page 10.                          Shareholders’ meeting
                                                                           The shareholders’ meeting is the highest
                                 The share capital                         decision-making body of a limited
                                 The share capital must be minimum         company. The shareholders’ meeting
                                 50 000 Swedish kronor for private         • appoints the board of directors and
                                 limited companies and minimum               may discharge the board
                                 500 000 Swedish kronor for public         • decides on discharge from liability
                                 limited companies. The people who           for the board of directors
                                 invested capital in the company may       • appoints the auditor
                                 lose only the amount invested.            • decides on changes of the articles
                                                                             of association
                                 Shareholders                              • decides on changes of the share
                                 A limited company may have one or           capital
                                 more owners, who are natural persons      • adopts the balance sheet and the
                                 or legal entities. Shareholders may be      profit and loss statement


4
• makes decisions regarding the          a special injunction decide that the       You will find the forms on
  profit and loss of the company         company must be wound up. This is          bolagsverket.se.
• decides in what manner the             referred to as compulsory liquidation.
  company should be dissolved.
                                                                                    Wind up a company
                                         The financial year
                                                                                    The commonest way to wind up a
The articles of association              The financial year of a limited company
                                                                                    limited company is by a liquidation
The articles of association are the      must comprise twelve months. The           procedure. Further, a limited company
rules and regulations of the company,    first financial year starts on the day     may be wound up by a merger or a
governing the business activities.       of registration of the company. This       division procedure or through bank-
A copy of the articles of association    applies even if the company starts up      ruptcy. Read more about winding up
must be filed with Bolagsverket and      its business activities at a later date.   on our website bolagsverket.se.
is a public document. Read more
about the articles of association on     Report changes immediately
page 20.                                 You must immediately report changes
                                         to Bolagsverket, when for example
Submit the annual report                 changes are made of the board of
on time                                  directors or in the line of business.
It is the obligation of the board of     Use the e-service on the website
directors once a year to prepare and     verksamt.se. The service provides help
submit the annual report to Bolags-      in filling in the application for
verket. If the annual report is          registration and makes sure that all
submitted too late, the company          information needed is filled in.
must pay a late filing penalty. If the   Furthermore, the registration fee is
documents have not been filed within     lower than when you use a paper
eleven months from the end of the        form. Through the service you may
financial year, Bolagsverket may after   also reply to messages sent from us.


                                                                                                                        5
Form the limited company
A limited company is formed      1. Decide to start up –                   company. The share capital of a private
through a decision by one        memorandum of association                 limited company must be at least
                                 and articles of association               50 000 kronor and of a public limited
or more persons, enterprises     You and the other owners (founders)       company at least 500 000 kronor.
or associations to start a       decide to start the limited company.
                                 This is done by drawing up and issuing    The founders buying (subscribing to)
limited company. The person
                                 a document referred to as the memo-       the shares are listed in the memoran-
starting a limited company       randum of association. Being the          dum of association. The subscribers
is referred to as the founder.   founders you must also draw up the        sign the memorandum stating the
                                 articles of association.                  number of shares they buy. If the
                                                                           shares are to be paid in cash the
                                 As a founder you must be resident         whole amount subscribed for must
                                 within the EEA or be a legal entity       be paid. The money must be deposited
                                 from a country within the EEA, un-        in a bank, a credit market company,
                                 less you have applied for and received    or a credit institute within the EEA,
                                 a special permit from Bolagsverket        in an account specially opened for
                                                                           the limited company.
                                 On page 9 you will find more infor-
                                 mation regarding the contents of the      If somebody pays for the shares with
                                 memorandum of association and on          other assets than money (capital con-
                                 the pages 18 and 19 you may see two       tributed in kind), a note about this
                                 examples of the contents of a memo-       must be made in the memorandum
                                 randum of association. Please note        of association. All capital contributed
                                 that this document must be issued         in kind must be provided to the
                                 and filed in Swedish.                     company before the registration.
                                                                           Only property which is or may be of
                                 The articles of association must          use for the business activities of the
                                 among other things contain informa-       company can be accepted as a contri-
                                 tion on the business name and the         bution in kind, for instance
                                 business activities of the company.       • real estate
                                                                           • car
                                 On page 21 you will find an example       • another enterprise
                                 of articles of association. Please note   • computers
                                 that this document must be issued in      • tools
                                 Swedish.                                  • machinery.

                                                                           Read more on page 9 regarding the
                                 2. Pay the shares                         wording of the memorandum of
                                 The founders, starting the limited        association if the shares are paid by
                                 company, also buy the shares in the       contribution in kind.




6
3. Submit a bank certificate or          5. Submit supplementary
a certificate proving the value          details to Bolagsverket when
of the contribution in kind              applicable (if something is
The bank submits a bank certificate      missing)
to Bolagsverket by the e-service verk-
samt.se or as an original paper copy.    6. Bolagsverket registers the
The certificate proves that the share    company
capital has been paid. If the share      Bolagsverket decides on the registra-
capital is paid by contribution in       tion and issues a registration number.
kind, an authorized or approved          Among other things we check up
auditor must issue a certificate         that nobody else has registered the
proving the value of the contribution    proposed business name.
in kind.
                                         When the company is registered we
The contribution in kind is other        shall send you a certificate of registra-
property than money. It may for          tion (in Swedish). At the same time
instance be a car or real estate.        the company becomes a legal entity.

4. Apply and pay to
Bolagsverket
Submit an application for registra-
tion to Bolagsverket, by the e-service
on the website verksamt.se or by
using a paper form. At the same time
you must send in the memorandum
of association and the articles of
association.

The application for registration must
be submitted not later than six
months after the drawing up of the
memorandum of association. The regis-
tration fee must be paid at the same
time as you submit the application to
Bolagsverket.

Read more about application to
Bolagsverket on page 8.




                                                                                     7
Application to Bolagsverket
In order for the limited com-     Application by the                           or submit as a certified copy
pany to start its business        e-service on the website                   • Bank certificate from a bank, a
                                  verksamt.se                                  credit market company or a credit
activities you must submit        You may register the limited com-            institute within the EEA. The bank
an application for registration   pany with Bolagsverket by using the          official signs the bank certificate
                                  e-service verksamt.se. The service           directly on the website verksamt.se,
to Bolagsverket. You may do
                                  provides help to fill in the applica-        or you may submit it in the original.
so in two different ways -        tion to ensure that all the necessary
by the e-service on the           details are filed. Furthermore, the        The bank certificate must be in Swedish
                                  registration fee is lower than if you      and contain information on the
website verksamt.se or by                                                    amount paid for the shares (subscrip-
                                  use a form.
using a form.                                                                tion price).
                                  You also report the registration of the
At the same time you must         enterprise to Skatteverket (the tax        A Swedish bank certificate on paper
submit the memorandum of          authorities) by using this e-service.      must be signed by two bank officials.
                                                                             If the bank certificate is on paper it
association and the articles
                                  A board member or the managing             must be issued on a special form.
of association to Bolagsverket.   director must sign the application.        You cannot use an ordinary deposit
The application for registra-     To do so they need an electronic           receipt.
                                  identification (e-ID). The e-ID serves
tion must be submitted not
                                  as an identity card when proving           Bank certificates from other EEA
later than six months from        your identity on the Internet. You         countries must be signed in accord-
the date of drawing up the        may easily get an e-ID through your        ance with the legislation of the country
                                  bank.                                      in question.
memorandum of association.
                                  Application by using a form                Submit the following
                                  Another alternative is to use the form     attachments, when applicable
                                  ‘Registration of a new company’ which      • A certified copy of the passport of a
                                  must be submitted in the original.           representative who is domiciled
                                  The form must be signed by a board           abroad or not registered in the
                                  member or by the managing director.          Swedish population register
                                  You will find the form on our website,     • Minutes or other document – for
                                  bolagsverket.se.                             instance when an employee
                                                                               representative has been appointed
                                  Attachments                                  for the board of directors
                                  Always enclose the following docu-         • Permit from Bolagsverket – when
                                  ments                                        the board of directors does not
                                  • Memorandum of association – fill           meet the requirements for country
                                    in directly on the website verksamt.se     of residence, see page 13
                                    or submit as a certified copy            • Statement regarding the contribution
                                  • Article of association – fill in           in kind in the memorandum of
                                    directly on the website verksamt.se        association – if the shares have



8
  been paid by contribution in kind         circumstances which may be of              You will find the registration fees
• Profit and loss statements for the        importance in connection with the          as well as information regarding pay-
  two most recent financial years –         evaluation of this value                   ment from abroad at our website
  if the contribution in kind is an       • The number of shares to be granted         bolagsverket.se.
  enterprise                                for the contribution in kind               Plusgiro 95 06 08-0
• Written agreement, if any, about        • Who is paying by capital contributed       Bank giro 5050-0255
  contribution in kind in the original      in kind: name, personal identity
  or as a copy                              number (date of birth) and munici-
• Statement from authorized or              pality of registration in the population
  approved auditor regarding the            register.
  capital contributed in kind – if the    • If no written agreement on contri-
  shares have been paid by contribution     bution in kind exists – a description
  in kind.                                  of the implication of the agreement.

The memorandum of
                                          If the share capital is paid by
association
                                          contribution in kind an authorized
The memorandum of association
                                          or approved auditor must issue a
must contain the following informa-
                                          certificate proving the following
tion
                                          • the type of property, for example a
• The amount to be paid for each
                                            lorry
   share
                                          • all property has been transferred to
• The name, personal identity number
                                            the company
  (date of birth) and postal address of
                                          • the property is or will be of use for
  the board members and the deputy
                                            the company
  board members, if any
                                          • the property has been reported at
• The name, personal identity number
                                            the actual value for the company
  (date of birth) and postal address of
                                          • the method of evaluation to
  the auditor and, when applicable,
                                            estimate the value of the property
  the equivalent information for
                                          • difficulties, if any, when evaluating
  deputy auditor and lay auditor
                                            the property.
• Subscribers to the shares, i.e. who
   buys the shares of the company by
   putting his/her signature at the       Pay the registration fee
   number of shares that he/she buys.     Pay the fee at the same time as you
                                          submit your application to Bolags-
If the share capital is paid by           verket. State your first name proposal
contribution in kind, the memo-           when paying.
randum of association must also
include the following information         Please note that it is cheaper to regis-
• The estimated value that the capital    ter when submitting your application
  contributed in kind is to be entered    through the e-service on the website
  as in the balance sheet and the         verksamt.se than when using a form.



                                                                                                                               9
Choose a business name
The business name is the       Bolagsverket decides if your company        not give advance notice regarding
                               may be named according to your              a business name.
public face of the company
                               proposal.
and shall make it easy to                                               5. Important! Before ordering
find exactly your company.     When the company is registered you          printed matters, a domain
                               have achieved protection for the name       name, signs and similar…
It is important that the
                               throughout Sweden, within the line          Important: Do not order the
name makes it possible to      of business of the company.                 above products before the
distinguish your company                                                   company has been registered.
                               How to do
from other enterprises,        1. Consider the name you want            6. When the business is running.
associations and trademarks.      for the company.                         When you are running the
Therefore, consider your          Before you submit your proposals         business you should always use the
                                  you may check if anyone else has         full business name the way it is
name proposals carefully.         already registered the name that         registered. This will reduce the
                                  you would like to have for your          risk of misunderstandings and
 ?   !



     ?
         !   !   ?   ?
                                  company. You may do so in our
                                  e-service Näringslivsregistret to
                                  which you will find a link on
                                                                           conflicts. The protection of the
                                                                           business name provided by the
                                                                           registration refers to the full
                                  bolagsverket.se.                         business name only.

                               2. Submit your name proposals            Different sorts of business
                                  to Bolagsverket.                      name
                                  Preferably you should submit          A business name may consist of the
                                  several proposals and vary them       following:
                                  as much as possible.                  •	 imaginary	words,
                                                                           for example Cajin Aktiebolag
                               3. Bolagsverket examines the names       •	 imaginary	words	+	business
                                  in the order you have submitted          activity word,
                                  them.                                    for example Cajin Fashion Aktie-
                                  Among other things we check if           bolag
                                  any other enterprise or trademark     •	 name	of	town	+	business	activity		
                                  is already registered by that name.      word,
                                                                            for example Ronneby IT Aktiebolag
                               4. Bolagsverket registers the first      •	 surname	+	business	activity		 	
                                  possible name proposal to be             word,
                                  approved of without first                for example Brobergs Motor
                                  contacting you.                          Aktiebolag
                                  Now you have protection for the       •	 combinations	of	letters	+	business		
                                  business name throughout Sweden,         activity word,
                                  within the line of business of your      for example P.M. Accounting
                                  company. Please note that we do          Aktiebolag.



10
The following cannot be                 Describe the business                    The description of the line of business
approved                                activities                               must be explicit and so well defined
A few examples of business names        You have the sole right to your busi-    that it is easy to understand. You
which we cannot approve of              ness name within the line of business    must not write too generally. For
• The name is merely a description      in which the company is active.          instance it is not sufficient to write
  of the business activities or the     Therefore it is important that you       that you intend to carry on trade or
  company’s products or services, as    describe the line of business in which   consulting business. Write instead for
  for example The Bike Shop Aktie-      you intend to carry on business,         example trade in cars or consulting
  bolag or IT Consulting Aktiebolag.    when you register your enterprise.       business within skin care.
  These examples require an
  addition, for example an imaginary
  word, a first name or a surname.
• The name is confusable with
  another business name or a trade-
  mark.
• The name may be taken for some-
  body else’s surname (family name).
• The name indicates another business
  activity than the actual one or is
  misleading in any other way.

Read more about business names on
bolagsverket.se.


Private and public limited
companies
Limited companies are divided into
private and public. The business
name of a private limited company
may not include the word public and
the business name of a public limited
company may not include the word
private.

The business name of a public limited
company must – if it is not evident
from the business name that the
company is a public limited company
– in the articles of association and
elsewhere be referred to with the
term (publ) after the name.



                                                                                                                      11
The board of directors
and the managing director
The board of directors and      The responsibility of the                   • report changes in the company to
                                board of directors                            Bolagsverket.
the managing director man-
                                The responsibility of the board is
age the business activities     extensive and the board members             Signatory power
of the company. Their re-       may under certain circumstances be          The board of directors may decide
                                personally responsible for the debts        regarding the signatory power, i.e.
sponsibility is extensive and                                               who has the right to sign for example
                                of the company. The tasks of the
they must be reported to        board vary, dependent on the size of        agreements on behalf of the company.
Bolagsverket for registra-      the company and whether a mana-
                                ging director has been appointed.           If no special signatory power is
tion.                                                                       reported, the board of directors is
                                If a managing director has been ap-         entitled to sign on behalf of the
                                pointed he/she will be responsible for      company. This means that more than
                                the day-to-day management.                  half of the members of the board
                                                                            jointly need to sign for example loan
                                The board of directors must                 instruments and agreements.
                                • decide who is to represent the
                                  company (signatory power)                 Members of the board
                                • summon the shareholders to the            The board of directors of a limited
                                  shareholders’ meeting                     company must consist of at least three
                                • draw up the instructions for the          board members. If it is a private limited
                                  distribution of work, if the board        company the board may consist of
                                  has appointed a managing director         only one or two board members with
                                  or other bodies, for example a work-      at least one deputy board member.
                                  ing group or a committee
                                • determine a working plan for its          The board members are usually
                                  work – if there is more than one          elected to the end of the next general
                                  board member. If the work of the          shareholders’ meeting. If they are
                                  board needs to be divided, the            elected for a longer period of time,
                                  working plan must show how the            the number of years must be stated
                                  division took place. In the working       in the articles of association. The period
                                  plan it must also be stated how often     of time for which the board of
                                  you have to have meetings and             directors is elected is referred to as
                                  if the deputy members of the board        the mandate period and this period
                                  should be present. The working plan       cannot exceed four financial years.
                                  is not to be submitted to Bolagsverket.   A board of directors may be re-elected
                                • be responsible for payment of taxes       for one new mandate period. If the
                                  in time                                   regular board members are unable to
                                • prepare and submit annual reports         fulfil their duties, the deputy mem-
                                  to Bolagsverket                           bers will act as deputies for them.

12
A change of the board of directors       Employee representatives                  A person authorized to
comes into force at the earliest from    The employees of a limited company        receive service of process
the moment the application for the       may be represented on the board.          If the company does not have an
change has been filed with Bolags-       This applies if the conditions in the     authorized representative resident in
verket. Until then it is the old,        Act on Board Representation (Private      Sweden, the board must appoint a
resigning board that is authorized to    Sector Employees) are fulfilled. These    person resident in Sweden (registered
represent the company. Therefore,        members are referred to as employee       in the Swedish population register)
remember to report changes as soon       representatives. They are counted in      to be authorized to receive service of
as possible.                             the total number of board members         process on behalf of the company.
                                         who are at any time to be in the
Chair of the board                       company, but they are not counted         The person authorized to receive
If the board of directors consists of    in the number of board members            service of process must not be under
more than one board member, the          stipulated in the articles of associa-    the age of 18 or have a custodian
board must appoint a chair among         tion. The reason for this is that it is   pursuant to the Parental Code.
its members. The chair must lead the     the local employee organization and
work of the board and follow up that     not the shareholders’ meeting that        The appointed person must be repor-
the board performs its tasks. The        appoints the employee representa-         ted to Bolagsverket for registration.
chair of the board must be reported      tives and decides the time for their
to Bolagsverket for registration.        assignment. They have the same            Competent board of directors
                                         responsibility as the other board         If the company does not have a
Managing director                        members.                                  competent board of directors, a
The board of directors appoints the                                                managing director and a person au-
managing director. In public limited     Country of residence                      thorized to receive service of process,
companies the board must always          The managing director, at least half      when applicable, the company is at
appoint a managing director. In these    of the board members, at least half of    risk of compulsory liquidation.
companies the managing director          the deputy members of the board
and the chair of the board cannot be     and at least one of the specially au-     The company may also be liable to
the same person.                         thorized signatories must be resident     pay a penalty fee to cover
                                         within the European Economic Area,        Bolagsverket’s administrative costs.
In private limited companies the         the EEA. If you do not fulfil these
board may appoint a managing director.   requirements, the company may apply       Bolagsverket decides on compulsory
If a managing director is appointed,     for exemption with Bolagsverket.          liquidation and on the fee.
he/she must be reported to Bolags-
verket for registration.                 Read more about exemptions (in
                                         Swedish only) on our website,
The change of the managing director      bolagsverket.se.
is valid from the moment the appli-
cation for the registration is filed
with Bolagsverket. Therefore, chan-
ges should be reported immediately.

                                                                                                                          13
Auditors
The fundamental rule is that a limited
company must have an auditor. Small
companies may however choose not to.




14
The tasks of the auditor                  An auditor must not                        If an auditor who is not appointed
The period of the auditor’s assignment    • be bankrupt                              on a shareholders’ meeting wants to
is one year; but the company may          • be prohibited from carrying on           resign, he/she must also report this to
decide on a longer period in the            business                                 the appointing body. The auditor or
articles of association, however not      • be prohibited from carrying out          the company must thereafter report
exceeding four years.                       counselling business                     his/her resignation to Bolagsverket
                                          • have a custodian pursuant to             for registration.
The auditor must                            Article 11, section 7 of the Parental
• examine the accounting of the             Code                                     Attachments to be enclosed to the
   company and the board’s manage-                                                   application
   ment of the company                    Lay auditor                                • A statement from the auditor for
• report certain violations that he/she   You have an option to appoint one            the examination performed under
   discovers when examining the           or more lay auditors in addition to          the current financial year during
   accounting documents.                  the company’s auditor.                       his/her assignment
                                                                                     • Information from the auditor
The auditor must never keep the           The lay auditor shall                        regarding why the assignment has
accounts of the company.                  • examine that the business activities       ended prematurely.
                                            of the company is managed in an          • Information from the company or
Who may be the auditor?                     appropriate and – from a financial         the appointing body regarding why
Authorized or approved public               point of view – satisfactory way           the assignment has ended prema-
accountants may act as auditors of        • examine if the internal control of         turely.
limited companies.                          the company is sufficient
                                                                                     Small limited companies may
The shareholders’ meeting may appoint     A lay auditor need not have an auditor’s   choose not to have an auditor
one or more auditors and deputy           education. He/she is appointed by          Certain private limited companies
auditors, when applicable. A registered   the shareholder’s meeting or in an-        may choose not to register an auditor.
accounting firm may likewise be           other way as stipulated in the articles    In that case they need a clause about
appointed the auditor. In these cases     of association and must be reported        this in the articles of association.
the accounting firm must appoint a        to Bolagsverket for registration.          This only refers to small companies.
person being principally responsible
for the audit.                            The examination report of the lay          The limited companies which do not
                                          auditors is not to be submitted to         meet at least two of the following
Both the accounting firm and the          Bolagsverket.                              criteria for each of the two latest
principally responsible auditor must                                                 financial years may choose not to
be reported for registration with         If the auditor’s assignment                have an auditor –
Bolagsverket.                             ends prematurely                           • more than 3 employees (as an
                                          An assignment as auditor ends                 average)
Certain larger limited companies          prematurely                                • a balance sheet total of more than
must have an authorized auditor or        • if the auditor reports that the             1.5 million kronor
an approved public accountant who           assignment is to be terminated or        • a net turnover of more than 3
has passed the examination of profes-     • if the appointing body releases             million kronor
sional competence. Therefore, it is         him/her on “a factual basis” and
not sufficient to have an approved          reports to the board of directors
auditor.                                    that the assignment is to end.




                                                                                                                         15
File the annual report
A limited company must for        The annual report is thereafter a           e-service Lämna årsredovisning (in
                                  public document, which makes                Swedish only). Automatic controls in
every financial year submit
                                  public control possible. Anybody            the service secure that you may avoid
its annual report to Bolags-      may read it.                                the most common mistakes and the
verket. This applies, no                                                      risk of late filing penalties will be
                                  How to do                                   reduced. You will also receive a
matter whether the company
                                  1. The company shall prepare an             receipt as soon as the documents
has been carrying on business       annual report after the expiry of         have arrived at Bolagsverket.
activities or has been dormant.     the financial year.
                                  2. If the company has an auditor,           Read more about the e-service on
                                    he/she shall examine the                  bolagsverket.se (in Swedish only).
You may submit the annual           accounting documents.
report through our e-service      3. The company shall hold an annual         This is what you must sub-
                                    general meeting, i.e. a general           mit to Bolagsverket
or by regular mail.                 shareholders’ meeting, within six         • the annual report, consisting of a
                                    months after the expiry of the              balance sheet, profit and loss
                                    financial year. At the meeting the          statement, notes and the directors’
                                    balance sheet and the profit and            report as well as – for larger
                                    loss statement must be adopted              companies – cash flow analysis,
                                    and the meeting must decide how           • an auditor’s report, when
                                    to allocate the profit or the loss.         applicable,
                                  4. The company submits the annual           • minutes from the shareholders’
                                    report and the auditor’s report, if         meeting if the meeting has decided
                                    any, to Bolagsverket not later than         on profit distribution,
                                    one month after the adoption of           • consolidated accounts and auditor’s
                                    the profit and loss statement and           report for the group for most
                                    the balance sheet on the share-             parent companies if the company
                                    holders’ meeting.                           is part of a group.

                                  If the annual report and the auditor’s      Write the business name and registra-
                                  report, if any, have not been filed         tion number of the company on all
                                  with Bolagsverket within eleven             documents, preferably on each page,
                                  months from the end of the financial        if you submit the annual report by
                                  year, Bolagsverket may – after a special    regular mail.
                                  official notice – decide that the
                                  company must be liquidated. This            Signatures
                                  is referred to as compulsory liquidation.   The annual report (a certified copy)
                                                                              must be signed by the managing
                                  Submit the annual report                    director and all the board members.
                                  through our e-service
                                  It is possible to submit the annual         A board member cannot refuse to
                                  report to Bolagsverket through our          sign. If he believes that the annual



16
report is incorrect, he must still sign
it, but state his diverging opinion in
an attachment.

When an auditor’s report exists, it
must be signed by the auditor; he
must also make an auditor’s endorse-
ment in the annual report.

Certificate of adoption
(fastställelseintyg)
On the certified copy of the annual
report a board member or the mana-
ging director must certify (a so-called
certificate of adoption) that the profit
and loss statement and the balance
sheet have been adopted at the
annual general meeting.

The date of the general meeting
must be stated. The signature in the
certificate must be in the original.

If the annual report is submitted            will cost the company an              business activities of the company
through our e-service, you must sign         additional penalty fee of 10 000      from the beginning of the financial
by e-identification.                         kronor. The total cost for a delay    year. The period of the report must
                                             of four months will be 20 000         comprise at least half and max. two-
Late filing penalties                        kronor.                               thirds of the financial year. The inter-
To avoid late filing penalties the                                                 im report must be filed not later
documents must be complete and             For public limited companies the        than two months after the end of the
correct and be filed with (not sent        amounts are double up. A delay of       period of the report.
to!) Bolagsverket not later than the       more than four months will imply a
last day of the seventh month after        cost of 40 000 kronor.                  In 2007 the Swedish Parliament
the end of the financial year.                                                     passed a resolution on simpler
• Already after a delay of one day         Interim report                          accounting regulations. The regulations
   the company must pay a penalty          Interim reports are compulsory for      mean for instance that considerably
   fee of 5 000 kronor.                    large limited companies which are       fewer enterprises need to file an
• After a delay of more than two           obliged to have an authorized auditor   interim report. More information is
   months the company must pay             or an approved public accountant        available on bolagsverket.se (in Swe-
   another penalty fee of 5 000            who has passed the examination of       dish).
   kronor.                                 professional competence.
• A delay of more than 4 months
                                           The interim report must cover the

                                                                                                                        17
Attachments to the application
     An example of the contents of the Memorandum of Association
     when forming the company on a cash basis
                               Please note that the Memorandum of Association must be in Swedish
     § 1.
     We, the undersigned founders, hereby agree on forming a limited liability company, the name and business activi-
     ties of which shall be according to the information stated in the articles of association (attachment 1). The foun-
     ders who have subscribed for shares shall pay ___________ kronor for each share.

     § 2.
     The company is to have the following officials

     Board member:
                     Name                                                 Personal identity number


                     Address                                              Postcode and town


     Deputy board
     member:
                     Name                                                 Personal identity number


                     Address                                              Postcode and town


     Auditor:
                     Name                                                 Personal identity number


                     Address                                              Postcode and town



     Town and date



     Signature of all the founders


     Signature                                                            Clarification of name


     Signature                                                            Clarification of name



     § 3.
     Signature of the founders subscribing to shares.


     Signature                                                            Number of shares


     Signature                                                            Number of shares



18
An example of the contents of the Memorandum of Association
when forming the company by contribution in kind
                           Please note that the Memorandum of Association must be in Swedish
§ 1.
We, the undersigned founders, hereby agree on forming a limited liability company, the name and business activi-
ties of which shall be according to the information stated in the articles of association (attachment 1). Shares
amounting to the number of ________ must be subscribed for, and for each share the sum of ______ kronor must
be paid through contribution in kind. The contribution in kind will be entered into the company’s balance sheet to
the amount of __________ kronor, and will consist of ______________ The value is the market value.

The contribution in
kind is provided by:
                       Name                                            Personal identity number


                       Address                                         Postcode and town


§ 2.
The company is to have the following officials

Board member:
                       Name                                            Personal identity number


                       Address                                         Postcode and town


Deputy board
member:                Name                                            Personal identity number


                       Address                                         Postcode and town


Auditor:
                       Name                                            Personal identity number


                       Address                                         Postcode and town



Town and date


Signature of all the founders


Signature                                                              Clarification of name


Signature                                                              Clarification of name


§ 3.
Signature of the founders subscribing to shares.



Signature                                                              Number of shares


Signature                                                              Number of shares



                                                                                                                     19
     The contents of the Articles of Association for private limited companies
                                Please note that the Memorandum of Association must be in Swedish


     Article1. Business name of the                 The fundamental rule is that the board      Public limited companies must always
     company                                        of directors must consist of at least       summon to general meetings through
     The word ”aktiebolag” must be written          three board members. In private limited     an advertisement in Post- och Inrikes
     in full or abbreviated as ”AB”                 companies the board of directors may        Tidningar (the Official Swedish Gazette)
                                                    consist of one or two board members,        as well as in a nation-wide, named
     Article 2. Registered office of the            if at least one deputy board member is      daily newspaper.
     board                                          appointed.
     The registered office is the municipality                                                  Further ways of summoning may be
     in which the board of directors shall          Article 7. Auditors                         stated in the articles of association.
     meet and in which the shareholders’            State either
     meeting must be held.                          a) The company shall not have an audi-      Article 9. Annual general meeting
                                                    tor. However, the shareholders’ meeting     It is no longer compulsory to state the
     Article 3.Objects of the company               may anyway choose to appoint an audi-       matters to be discussed at the general
     Describe carefully (be precise). This          tor with reference to the provisions in     meeting, but it may still be an advan-
     will make it easier to get good protec-        the Companies Act.                          tage to include these in the articles of
     tion for the business name of the com-         b) the exact number of auditors or          association.
     pany. The board of directors is thereby        c) an interval with the lowest (mini-
     given specific limits regarding the lines      mum 1) and the highest number of            Article 10. Financial year
     of business of the company.                    auditors which the limited company          The financial year of a limited company
                                                    shall have.                                 must comprise twelve months. The first
     Article 4. Share capital                                                                   financial year starts on the day of regis-
     State the exact share capital as regis-        Article 8. Summons to the share-            tration of the company. This also applies
     tered, or state the minimum and maxi-          holders’ meeting (the annual general        even though the company might start
     mum share capital allowed (share capi-         meeting)                                    carrying on business at a later date.
     tal limits). The possibility to state limits   Summons to the annual and extraordi-        Permitted financial years:
     for the share capital allows the com-          nary general meetings during which the      • 1 January – 31 December
     pany to increase or reduce the share           articles of association are to be changed   • 1 May – 30 April
     capital within the limits without chang-       must take place no earlier than six         • 1 July – 30 June
     ing the articles of association.               weeks and no later than four weeks be-      • 1 September – 31 August
                                                    fore the general meeting. The summons
     The minimum capital must not be less           to any other extraordinary general          When a limited company is formed,
     than a fourth of the maximum capital.          meeting must take place no earlier          when a financial year is changed, or
     The share capital must be stated in            than six weeks and no later than two        when a limited company is being wound
     euro in the articles of association if the     weeks before the general meeting.           up, it is permitted to have a financial
     company is to keep its accounting                                                          year which is shorter than twelve
     records in euro.                               The articles of association must contain    months, or to prolong it to a maximum
                                                    information regarding the way of sum-       of eighteen months.
     Article 5. Number of shares                    moning to the general meeting, but not
                                                                                                Optional articles, for example
     The articles of association must state         information regarding the time. The
                                                                                                post-sale purchase right clause (or
     the number of shares or the minimum            summons must contain an agenda for
                                                                                                pre-emption clause)
     and maximum number of shares.                  the meeting.
                                                                                                It is not mandatory, but very common
                                                                                                to have a clause in the articles of asso-
     Article 6. Board of directors                  Private limited companies may prescribe
                                                                                                ciation regarding post-sale purchase
     State the exact number or the lowest           in the articles of association that sum-
                                                                                                right (Pre-emption clause). For further
     and the highest number of board mem-           mons to all sorts of shareholders’ mee-
                                                                                                information, see the Swedish informa-
     bers and deputy board members when             tings must be made not later than two
                                                                                                tion brochure or the website.
     the latter are needed.                         weeks before the meeting.




20
Example of the contents of the Articles of Association for
a private limited company

                        Please note that the Memorandum of Association must be in Swedish


Registration number 556123-4567               Article 9. Agenda for the annual
                                              general meeting
Article 1. Business name of the               At the annual general meeting the follo-
company                                       wing matters shall be dealt with
The business name of the company is           1. Election of chair of the meeting.
Munkedals Finsnickeri AB.                     2. Preparation and approval of the
                                                  voting list.
                                              3. Election of one or two persons to
Article 2. Registered office                      verify the minutes.
The board of directors shall have its         4. Determination whether the general
registered office in the municipality of          meeting has been duly summoned.
Munkedal.                                     5. Approval of the agenda.
                                              6. Presentation of the annual report
Article 3. Objects of the company                 and the auditor’s report.
The company shall carry on manufacture        7. Resolution on the following:
and sale of joiner’s fine work such as fur-       a) Approval of the profit and loss
niture, doors and windows as well as bu-          statement and the balance sheet.
siness compatible therewith.                      b) Dispositions regarding the
                                                  company’s profit or loss in accord-
                                                  ance with the approved balance
Article 4. Share capital
                                                  sheet.
The share capital shall be a minimum of
                                                  c) Discharge of the board members’
100 000 and a maximum of 400 000 kronor.
                                                  and the managing director’s personal
                                                  liability.
Article 5. Number of shares                   8. Determination of the fees to the
The number of shares shall be a mini-             board members and the auditors.
mum of 1 000 and a maximum of 4 000.          9. Election of board members and auditors,
                                                  when applicable.
Article 6. Board of directors                 10. Other matters to be discussed at
The board of directors shall consist of at        the general meeting in accordance
least one board member and at most five           with the Companies Act (2005:551)
board members with at least one and at            or the articles of association.
most two deputy board members.
                                              Article 10. Financial year
The board members and the deputy              The company’s financial year shall be
board members are elected yearly at the       1 January to 31 December.
annual general meeting for the time un-
til the end of the next annual general        Article 11. Post-sale purchase right
meeting.
                                              clause (or pre-emption clause)
                                              For further information regarding optional
Article 7. Auditors                           clauses in the articles of association, see
An auditor and a deputy auditor are ap-       information in the Swedish brochure or
pointed for the examination of the an-        the website.
nual report of the company and the ac-
counting records as well as the adminis-
tration of the board of directors and the
managing director.


Article 8. Summons
Summons to the general annual meeting
shall take place through announcement
on the company’s website.




                                                                                            21
References
Some of the most important provisions within this area are
• The Companies Ordinance (2005:559)
• The Companies Act (2005:551)
• The Trade Names Act (1974:156)
• The Accounting Act (1999:1078)
• The Coupon Tax Act (1970:624)
• The Trading Prohibition Act (1986:436)
• The Act on Prohibition of Professional Counselling in Certain Cases, etc. (1985:354)
• The Act on Certain Directed Shares Issues in Share Market Companies, etc. (1987:464)
• The Act (2005:552) on Introduction of the Companies Act (2005:551)
• The Auditors Act (2001:883)
• The Annual Accounts Act (1995:1554)




22
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ArticleS of                            certificAte of
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                                                                                                     23
Our                                             Start and run an enterprise

                                                Verksamt.se                                             Söka ett ärende eller se om en




                                                                                                                                                          Produktion: Bolagsverket mars 2011. Foto: Kristofer Lönnå produktion
e-services
                                                Overall presentation of information, tools              årsredovisning kommit in
                                                and e-services from authorities for those who           Search for information on or pay for registra-
                                                are running a business or considering starting          tion matters with Bolagsverket. As for limi-
                                                up a new enterprise.                                    ted companies you will also find information
                                                                                                        about when the latest annual report or the
You provide the same infor-                     Företagsärenden för ombud                               interim report was filed with Bolagsverket
                                                Agents may form shelf companies, transform              and if it has been approved of (in Swedish
mation as you have always                       these into private limited companies, as well as        only).
                                                handle the deposit account with Bolagsverket (in
done, but in a different way.                   Swedish only).                                          Minameddelanden.se
                                                                                                        Set up an account and receive information
Basically this is how easy it                   Företagsinteckning                                      directly by e-mail or text message when a
                                                Banks and other credit institutes apply for,            change or the annual report for your com-
is to use our e-services –                      convert and transfer corporate mortgage                 pany is filed with Bolagsverket and if it has
                                                deeds (in Swedish only).                                been approved of (in Swedish only).
which will lead to a number
of advantages.                                  Lämna årsredovisning
                                                Submit your annual report, the auditor's
                                                report and the certificate of adoption (in
Does this sound interesting?                    Swedish only).

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enterprises – we have the                       Search information

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24
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