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For almost every founder, company formation in Sweden means registering a private limited company, an aktiebolag or AB, with Bolagsverket, the Swedish Companies Registration Office. AB is the abbreviation of aktiebolag. Its shareholders have no personal liability for the company’s debts, which makes the AB the Swedish counterpart of an LLC or a British Ltd. Sweden has no separate LLC form, so a search for an LLC in Sweden ends at the private AB.
The route has four parts: the founding documents, the share capital paid into a bank account, the application to Bolagsverket, and the registrations with Skatteverket, the Swedish Tax Agency. Foreign founders meet two extra questions: where the board lives, and whether anyone involved holds Swedish e-identification. To take over a company that is already registered instead, see our page about buying a shelf company in Sweden.
| Form | Owners’ liability | Minimum capital | Typical use |
|---|---|---|---|
| Privat aktiebolag (AB) | Limited to the capital put in | SEK 25,000 | Trading and holding companies, subsidiaries of foreign groups; may not offer its shares to more than 200 people |
| Publikt aktiebolag (AB publ) | Limited to the capital put in | SEK 500,000 | Public offers of shares, listings |
| Handelsbolag (HB) | All partners answer jointly and severally for its obligations | None | Partners who accept personal liability |
| Kommanditbolag (KB) | Limited partners answer up to their contribution, general partners in full | None | Partnerships with at least one fully liable partner |
| Filial (branch) | The foreign company answers, as the branch is part of it | None of its own | A foreign company trading in its own name |
Under the Foreign Branches Act (Lag 1992:160, section 2) a foreign company trades in Sweden through a branch with independent management, a Swedish subsidiary or an agency. A subsidiary is formed as a private AB as described below, with the parent as founder. The minimum capital of a private AB has been SEK 25,000 since 1 January 2020; before that it was SEK 50,000.
| Point | Rule | Companies Act 2005:551 |
|---|---|---|
| Founders and shareholders | One or more individuals or companies, of any nationality and resident anywhere | Chapter 2 section 1 |
| Share capital | At least SEK 25,000, paid before registration into a special account at a bank or credit institution in the EEA, or in kind with an auditor’s written statement | Chapter 1 section 5, chapter 2 sections 17 and 19 |
| Board (styrelse) | At least one member; with fewer than three members, at least one deputy (suppleant) | Chapter 8 sections 1 and 3 |
| Managing director (VD) | Optional in a private AB | Chapter 8 section 27 |
| Residence | At least half the board, the managing director and, where special signatories are appointed, at least one of them must live in the EEA, unless Bolagsverket grants an exemption | Chapter 8 sections 9, 30 and 37 |
| Agent for service | If no authorised representative lives in Sweden, a person resident in Sweden must be authorised to accept service | Chapter 8 section 40 |
| Seat (säte) | The municipality in Sweden where the board has its seat, named in the articles; it is not an office address | Chapter 3 section 1 |
| Name (företagsnamn) | Must contain aktiebolag or AB and be clearly distinguishable from names already registered | Chapter 28 section 1 |
| Auditor | Not needed in a private AB that stays within the size limits set out below, if its articles say so | Chapter 9 section 1 |
Nothing in Swedish company law stops a foreign individual or company from owning every share of an AB. The constraints sit with the people who run it. A founder living outside the EEA cannot be the only board member without failing the residence test, so the company needs an EEA-resident member alongside or an exemption, which Bolagsverket grants case by case for special reasons. If nobody on the board, no managing director and no signatory lives in Sweden, the company must also authorise a Sweden-resident person to accept service of documents on its behalf. The Act calls this person a särskild delgivningsmottagare; in everyday Swedish you will also meet the phrase delgivningsbar person.
The second constraint is identification. Bolagsverket’s e-services on verksamt.se require Swedish e-identification, and BankID, the usual one, requires a Swedish personal identity number. A coordination number (samordningsnummer) from Skatteverket identifies someone who has never been registered as living in Sweden, but it is issued only after an identity check in person. Without Swedish e-identification the application goes in on paper, on Bolagsverket’s form 816 e, and each board member, deputy, managing director or signatory not registered as resident in Sweden adds a certified copy of a passport or other identity document. Beneficial-owner details are normally filed online with Swedish e-identification as well; without it, the company applies for an exemption to file them on paper.
| Swedish | English |
|---|---|
| stiftelseurkund | memorandum of formation, signed by the founders |
| bolagsordning | articles of association |
| bankintyg | bank certificate confirming that the share capital has been paid |
| styrelseledamot, styrelsesuppleant | board member, deputy board member |
| verkställande direktör (VD) | managing director |
| firmatecknare | authorised signatory; an extern firmatecknare is a signatory who does not sit on the board (the Act’s särskild firmatecknare) |
| verklig huvudman | beneficial owner |
| aktiebok | share register |
| registreringsbevis | certificate of registration |
| organisationsnummer | company registration number |
| Step | What happens |
|---|---|
| 1. Founding documents | The founders draw up the articles and the memorandum, which states what is paid for each share and the name, address and personal identity number, or date of birth, of each board member and any auditor. The company counts as formed once every founder has signed, and the share register is set up then. |
| 2. Share capital | The founders open a special account for the capital, at a Swedish bank or another EEA credit institution, which issues the certificate for the application. SEB says opening its basic account normally takes one to two weeks and takes owners resident abroad by post; Nordea sends its certificate digitally to verksamt.se. |
| 3. Application | The board applies within six months of the signing of the memorandum, online through verksamt.se or on form 816 e. The beneficial owners are reported at the same time. Miss the six months and the formation lapses, and the capital is repaid. |
| 4. Decision | Bolagsverket must decide within two months of a complete application; for an online application made on the standard EU template, within ten working days, or five when the founders are individuals only. It also publishes its current handling times. |
| 5. Registration | The company receives its organisation number and a registreringsbevis. Before this it cannot acquire rights or take on obligations, and anyone who acts in its name answers personally, jointly with the others who took part. |
On request, Bolagsverket will examine the formation documents before they are filed, which can save a round of corrections when every correction travels by post.
Registration with Bolagsverket does not register the company for tax. The Tax Procedure Act requires registration with Skatteverket before trading starts, so the applications for F-tax approval, VAT and, if anyone will draw a salary, employer registration follow as soon as the organisation number exists. A person registered as signatory at Bolagsverket can apply on verksamt.se; without Swedish e-identification the paper form is SKV 4620. Skatteverket says handling normally takes up to six weeks, and longer if it has questions.
F-tax approval (godkänd för F-skatt) means the company pays its own preliminary tax, so a client paying it for work does not deduct tax from the payment. The approval has to be in place when the payment is agreed or made, and Skatteverket refuses it where there is reason to assume no business will be carried on. A company that only sells goods is not affected by the deduction rule.
| Tax | Rate or threshold |
|---|---|
| Corporate income tax | 20.6% |
| VAT (moms), standard rate | 25% |
| VAT, reduced rates | 12% on hotel rooms and restaurant services, 6% on books and passenger transport; food is taxed at 6% from 1 April 2026 to 31 December 2027 and at 12% again from 2028 |
| VAT small business exemption | Annual domestic turnover up to SEK 120,000 since 1 January 2025; automatic for a business not registered for VAT, with no deduction of input VAT while it applies |
| Withholding tax on dividends (kupongskatt) | 30% by statute; 0% for an EU parent holding 10% or more under the Parent-Subsidiary Directive conditions; treaties reduce it |
The annual general meeting must be held within six months of the financial year end, and certified copies of the annual report must reach Bolagsverket within one month after the meeting adopts the accounts. If they have not arrived within eleven months of the year end, Bolagsverket must order the company into liquidation. Skatteverket expects an income tax return after every financial year, even a year without activity: for a year ending between September and December 2026 the last day is 2 August 2027. A private AB may do without an auditor until it exceeds more than one of these limits in each of two consecutive years: an average of more than three employees, a balance sheet total above SEK 1.5 million, net turnover above SEK 3 million.
Other duties do not wait for the year end: a new board member, managing director or signatory is notified to Bolagsverket immediately, and a new beneficial owner without delay. The register of beneficial owners is not open to the general public: since July 2026 access follows a legitimate interest test.
For a founder who holds Swedish e-identification and has an EEA-resident board, a new AB is quick: an online application on the standard template must be decided within ten working days. The case for an off the shelf company in Sweden is stronger when the documents must travel by post, when the bank certificate is the slow part, or when a contract, tender or counterparty needs an organisation number now. A lagerbolag, as Swedes call it, already has its registration, organisation number and paid capital; it does not escape the residence rules, the Skatteverket registrations or the bank’s own checks. The comparison is on our page on ready made companies in Sweden, and our guide to off the shelf companies explains the general idea.
As your formation agent, we can form a new Swedish AB for you or supply a ready-made one, draft the memorandum, articles and board minutes, prepare the Bolagsverket and Skatteverket filings, and help put the bank application together. Where we have a working contact at a suitable Swedish bank we can introduce you; the bank makes its own decision. If fewer than half the board live in the EEA, we can arrange EEA-resident board members, a person resident in Sweden to accept service where the Companies Act requires one, and a nominee shareholder where you want one, through a business notified to Bolagsverket under the Anti-Money Laundering Act; board members carry the full duties and personal liability of the Companies Act, and you are registered with Bolagsverket as beneficial owner. What Swedish banks ask of owners who live abroad is covered on our page on bank accounts for Swedish companies, and the wider country picture is on our Sweden page.
Bolagsverket must decide within two months of a complete application, within ten working days for an online application made on the standard EU template, and within five if the founders are individuals only. Add the time the bank needs for the capital account and its certificate, up to six weeks for Skatteverket’s F-tax and VAT registration, and postal time for paper filings sent from abroad.
Yes. Founders and shareholders may be of any nationality and live anywhere. The limits concern management: at least half the board and any managing director must live in the EEA unless Bolagsverket grants an exemption, and a company with no representative in Sweden needs a Sweden-resident agent for service. Without Swedish e-identification you file on paper, with certified passport copies.
AB stands for aktiebolag, a limited company whose shareholders are not personally liable for its debts. A private AB needs SEK 25,000 of share capital and a public AB, marked AB publ, SEK 500,000. The Companies Act requires every AB to carry aktiebolag or AB in its name, and a private AB may not use the word publikt.
Sweden has no form called LLC. The private aktiebolag is the equivalent: limited liability, one or more shareholders, a board of at least one member plus a deputy, and minimum capital of SEK 25,000. A foreign LLC can own a Swedish AB as its subsidiary, or register a branch, which remains part of the LLC itself.
Verklig huvudman means beneficial owner: a natural person who controls more than 25 per cent of the votes, can appoint or remove more than half the board, or controls the company by agreement or through the articles. A new AB reports its beneficial owners together with its registration application, and any change without delay. Access to the register requires a legitimate interest.
No law requires the director to live in Sweden, but bank policy does the filtering. SEB takes applications from owners not registered in Sweden by post, with certified passport copies; Swedbank expects beneficial owners and joint signatories at a branch; Lunar, an app-based bank, requires Swedish BankID and Scandinavian tax residence. Our page on Swedish business bank accounts sets out what each bank asks.
Ask us what a Swedish formation would need in your case, or which ready-made Swedish companies are available now: send us the owners, the intended board and where each of them lives through our contact page, or write on Telegram or WhatsApp at +48 663 247 166.