Shelf Companies Sweden: Buying a Ready Made AB (Lagerbolag)

Shelf Companies Sweden: What a Lagerbolag Is

In Sweden a shelf company is called a lagerbolag, literally a company kept in stock. It is a private aktiebolag that Bolagsverket has already registered, with its share capital paid, which has never traded and is held until a buyer takes over all of its shares. A ready made company, a ready company and an off the shelf company in Sweden are all the same product under different names. The buyer acquires an existing legal person: its organisation number, its registration date and its entry in the companies register stay as they are, while the owner, the board and usually the name change.

Buying a lagerbolag is not the same as buying a trading business. There are no customers, contracts, employees, losses carried forward or VAT history to inherit, so there is nothing to investigate beyond the company itself. That is also its limit: a never-traded company brings no turnover, no filed accounts showing revenue and no licence of any kind.

What You Acquire with a Swedish Shelf AB

Element	Position at the date of sale
Registration and organisation number	Already in Bolagsverket’s register; the registration date is public and a sale does not alter it
Share capital	At least SEK 25,000, the statutory minimum for a private AB. SEB and Swedbank handle it in a shelf purchase with a liquidity certificate (likvidintyg) for the capital paid into the company’s account
Articles (bolagsordning)	Name, seat and objects chosen by the seller, which the buyer usually amends
Share register (aktiebok)	Kept by the company itself, not by Bolagsverket, and open to anyone at the company; the buyer is entered on completion
Board and signatories	The seller’s appointees, until they resign and the buyer’s appointees are notified
Tax registrations	Whatever Skatteverket’s records show for the organisation number: F-tax, VAT, employer, or none of them
Bank account	Depends on the company and on the bank, as explained further down

How the Share Transfer Works Under Swedish Law

A Swedish share transfer is a private contract. The Companies Act prescribes no form for it and no notary; in practice the parties sign a written share purchase agreement (aktieöverlåtelseavtal), and if share certificates (aktiebrev) were ever issued, the certificate passes to the buyer. Shares move freely unless the articles contain a consent clause, a pre-emption clause or a redemption clause, so the articles are the first document to read.

Step	What happens	Legal basis
1. Review	Read the articles for a samtyckesförbehåll, förköpsförbehåll or hembudsförbehåll, and compare the record at Bolagsverket with what the seller tells you	Companies Act chapter 4 section 7
2. Purchase	Sign the share purchase agreement; the board enters the buyer in the share register as soon as the acquisition is shown	Chapter 5 section 9
3. New board	The new owner, at a general meeting, elects the new board and the outgoing members step down	Chapter 8
4. Bolagsverket	Notify the board change immediately, with a certified copy of the minutes and a passport copy for anyone not registered as resident in Sweden; the change takes effect when the notification arrives	Chapter 8 sections 13 and 44; Companies Ordinance chapter 1 section 9
5. Articles	Amend the name, seat or objects by a general meeting resolution, which may be put into effect only once Bolagsverket has registered it	Chapter 3 section 5
6. Beneficial owner	Report the new verklig huvudman without delay	Act 2017:631 chapter 2 section 3
7. Skatteverket	Register for whatever the business needs before it starts trading	Tax Procedure Act chapter 7 section 2

Sweden charges no transfer tax and no stamp duty on shares; its stamp duty reaches only real property, site leaseholds and mortgage deeds. Because Bolagsverket does not record shareholders at all, the share register kept by the company is the evidence of who owns it. The beneficial owner is recorded in a separate register at Bolagsverket, which is open only to authorities, obliged entities and people with a legitimate interest.

The New Board and the EEA Residence Rule

The day a board change reaches Bolagsverket is the day the new board can act for the company, without waiting for the change to be entered in the register. That is one practical gain of a lagerbolag over a new company, which has no capacity at all until it is registered. A new name works differently: it may not be used until Bolagsverket has registered the amended articles, so contracts signed in the meantime carry the old name.

The incoming board faces the same residence tests as a newly formed one. At least half its members, any managing director and at least one of any special signatories need an EEA address unless Bolagsverket has granted an exemption, and where no representative lives in Sweden the board authorises a Sweden-resident agent for service. These are not formalities: Bolagsverket must order a company into liquidation if it has not notified a properly qualified board or the agent for service that the law requires. The rules and the Swedish terms behind them are explained on our page on company formation in Sweden.

F-tax and VAT Through a Change of Owner

Ask for the organisation number before you sign and look it up in Skatteverket’s company information service, which shows whether the company is registered for F-tax, for VAT and as an employer. A never-traded company may hold none of these. Where it does hold F-tax, the approval stays with the company, but Skatteverket must withdraw it if the company cannot be assumed to carry on business in Sweden. In a close company (fåmansföretag) the test also covers the company leader and anyone controlling more than half the votes, so a trading ban, a bankruptcy or unpaid taxes on the buyer’s side can cost the company its approval.

VAT and employer registration have to be in place before the business starts, whoever owns the company. Licensed activity is a separate matter again. A shelf AB carries no authorisation from Finansinspektionen, the financial supervisor; a company applying to provide payment services has its owners assessed, and anyone acquiring 10 per cent or more of a payment institution needs FI’s approval first, so a shelf company does not shorten that route.

The Bank Account of a Swedish Shelf Company

A bank account belongs to the company and stays with it through a share sale; the owners change, the account holder does not. The bank still has to know its new customers. It re-checks the buyer and the beneficial owners, and it may keep the account, ask for more information or close it. Swedbank, for example, runs a separate change-of-ownership application for anyone who has bought a company that already banks with it, and may ask for the purchase agreement and, where the business changes direction, a business plan and forecasts.

For shelf companies the large Swedish banks describe their own routes. SEB lets the buyer open a basic account under a bank power of attorney from the provider, pay in the share capital and receive a likvidintyg, fully digitally only for shelf companies from the two providers it works with and by post for everyone else. Swedbank asks for the seller’s documents, among them the purchase agreement, minutes, change notification, likvidintyg, power of attorney and articles, says it currently answers in about four to six weeks, and has every beneficial owner and joint signatory attend a branch. Handelsbanken begins with a personal meeting, usually at a branch, and asks for a business plan and forecasts. The bank alone decides in each case. More on the account side is on our pages on bank accounts for Swedish companies and shelf companies with bank accounts.

When a Lagerbolag Brings Nothing Over a New AB

Be clear about the time saved. If you hold Swedish e-identification, your board meets the residence rules and a bank will open a capital account for you without delay, an online application for a new AB must be decided within ten working days, or five when the founders are individuals only. In that situation a shelf company buys you little. Nor does it change the bank’s onboarding of the buyer, the Skatteverket registrations, a licence application or the residence rules.

It earns its place in three situations: when you need an organisation number now, to sign a contract or enter a tender; when the founders are abroad and the capital account and bank certificate of a formation would be the slow part; and when a counterparty wants a company that was registered some time ago. An older registration date is not trading history, though, and a seller who offers more than the public record shows should be asked to prove it.

Our Part in a Swedish Shelf Company Purchase

We can supply a ready-made Swedish AB or, if that suits you better, form a new one; we prepare the share purchase agreement, the general meeting and board minutes and the Bolagsverket notifications, and help assemble what the bank will ask for. Where we have a working contact at a suitable bank we can make an introduction, and the bank alone decides whether to take you on. When the incoming board would not meet the EEA residence rule, we supply resident board members, a Swedish-resident agent for service if the company has no authorised representative in Sweden, and on request a nominee shareholder, always through a firm that has notified Bolagsverket under the anti-money laundering rules; each member is liable under chapter 29 of the Companies Act like any other, and Bolagsverket’s register of beneficial owners records you. Background on Sweden as a jurisdiction is on our Sweden page.

Frequently Asked Questions about Swedish Shelf Companies

What is a lagerbolag?

Lagerbolag is the Swedish word for a shelf company: a private aktiebolag registered by Bolagsverket, with share capital of at least SEK 25,000 paid, that has never traded and is sold by transferring all its shares. The buyer keeps the organisation number and the registration date, appoints a new board and usually changes the name, seat and objects in the articles.

Can a foreigner buy a company in Sweden?

Yes. No approval is needed for a foreign buyer and no nationality rule applies to shareholders. The conditions attach to management and identity: the new board must meet the EEA residence rules or obtain an exemption, appointees not registered in Sweden file passport copies, the buyer is reported as beneficial owner, and the bank carries out its own checks on the new owner.

How do I check a Swedish shelf company before buying?

Start with the organisation number. Bolagsverket’s register holds the company’s registered details, including its board and who signs for it, and any annual reports it has filed; Skatteverket’s company information service shows F-tax, VAT and employer registration. Ask for the articles, to look for consent, pre-emption or redemption clauses, and for the share register, which the company must show to anyone who asks.

Does a Swedish shelf company come with a bank account?

Sometimes there is an account and sometimes the buyer opens one. Either way the account belongs to the company, and the bank decides whether it continues under the new owner: it re-checks the buyer and may keep the account, ask for more or close it. The large Swedish banks also run their own shelf company routes, built around a power of attorney and a likvidintyg.

Is there a tax on buying shares in a Swedish AB?

No Swedish transfer tax or stamp duty is charged on a share purchase. Stamp duty applies only to acquisitions of real property and site leaseholds and to mortgage deeds, which a shelf company does not normally hold. Once the company trades, it pays corporate income tax of 20.6 per cent on its profits, and dividends paid abroad carry Swedish withholding tax unless a treaty or an EU rule reduces or removes it.

When does the new board take control?

A change in the board takes effect when the notification reaches Bolagsverket, or on a later date stated in the decision, so the new board can act from the day of filing. Changes to the articles, such as a new name or seat, apply only after Bolagsverket has registered them, which means the company keeps trading under its existing name until then.

Do I need to travel to Sweden to buy a lagerbolag?

Swedish law does not require it. The share purchase needs no notary, and Bolagsverket accepts paper notifications with certified passport copies from appointees who live abroad. Whether you travel depends on the bank: some take postal applications from owners abroad, others want every beneficial owner at a branch, as the bank section above describes.