Starting up a limited company

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 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

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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

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

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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

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• 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.

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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.

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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.

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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

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 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.

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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.

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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.

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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.

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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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24
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