I’ve started this step of registering a Swedish limited company before taking care of the banking side of things (see post on getting a bankintyg). It’s possible to work on them in parallel, but to actually finalize and send the Bolagsverket application, bankintyg part has to be completed.
This blog post from Qoorp was invaluable when it came to the details of the application.
The application can be done online or offline, the latter being more expensive (2200 SEK vs 1900 for online) and more slow to be processed. To do it online, I needed BankID. It all starts on the “Registrera företag eller förening” page at verksamt.se.
The first thing to fill out is Kontaktuppgifter i ärendet — that is, the contact details of the person who’s in charge of the application (not necessarily of the business itself).
Next up is Företagets adress — the address of the company. When the registration process is complete, a letter of notification will be sent to this address as well as to all the people who are part of the application.
Under Stiftelseurkund och aktieteckning, it was time to add some founders for the business. It’s not required to be a Swedish citizen, or even to have a personnummer, to be a shareholder in a Swedish limited company.
According to Qoorp’s post linked above, it’s not a good idea to put more than 25000 SEK into the company in form of the starting capital, because it gets “locked in” — it’s not possible to take it out of the company without filing for a capital decrease (not a simple thing).
Warning: the application form asks both for the number of the shares, their individual price, and their total price all together. It is possible to enter these three numbers so that they don’t agree with each other, and the form will let you proceed — e.g. being happy with 100 shares costing 1 SEK each, and with 5 SEK total. Double-check.
Under bolagsordning I got to explain how the company is supposed to be set up.
Choosing a name
Since all aktiebolag enjoy name protection on the level of the country, Bolagsverket takes precautions to not register too similar-sounding enterprises. It also does not want to register names which would be too generic (“IT consultancy” will not fly).
The name must include “AB” or “aktiebolag”. Here are the examples given by Bolagsverket:
geographical name + business activity word: Malmö IT Aktiebolag
surname + business activity word: Peterson’s motor Aktiebolag
letter combination + business activity word: P.M. auditing Aktiebolag
imaginary word: Cajin Aktiebolag
imaginary word + business activity word: Cajin’s bicycle Aktiebolag.
I used allabolag.se to check for existing
aktiebolag names and my hosting provider’s website to check whether
.se domains were free.
More links for checking availability of a name from the Swedish Intellectual Property Office:
TMview — all European countries and some non-European
CF Similarity — are different goods and services considered similar or not
BiblioteksSök — articles, publications, and books about trademark issues
Articles on intellectual property — Innova
An option to request an additional name for the company in a foreign language is given a few pages later.
My case officer thought the first name proposal was too easy to confuse with some international trademark. He went through the new suggestions I made pretty fast (within one working day for every suggestion).
Warning: since the information about all newly registered companies in Sweden is public, some people check it regularly to spot the companies that didn’t register the domains with their name yet, and register those themselves hoping to get some money.
Description of business activities
Verksamhetsbeskrivning should outline what will the company do, and it must do that in Swedish. It is explicitly stated on top of this field in the form that a bulleted list of generic terms is not gonna cut it.
I (mis)used Wedoo as inspiration. Given a word, it searches through verksamhetsbeskrivningar of all the companies registered in Sweden. It can also search by a company name and show its verksamhetsbeskrivning.
Originally I thought that it’s a good idea to add a sentence about the company handling investment — I was told that it’s necessary to have that if I want to buy stocks or something. But Qoorp explains that it is not required to add that to the verksamhetsbeskrivning, and if anything, it would just complicate the decision on the company’s name, because now the case officer would also need to compare my company to every company in finance. Verksamhetsbeskrivning is not about what you get to do, but rather about in which lines of business your company’s name is protected.
Another decision to make is about the number of shares. Qoorp recommends going with a lot of them, having each share’s price of just 0,01 SEK. They have a separate blog post about problems with too few shares, like not being able to split them equally or to take in external capital easily.
It is also required to enter the maximum possible number of shares (which can’t be more than 4 times the minimum possible number). It is advised to go as high as possible here too.
This is the moment when I have to say I am not a lawyer and I can’t claim any sort of understanding of the legal details. The section with förbehåll is arguably the hardest one for a non-native Swedish speaker, and my case was thankfully simple. With that disclaimer in place, I will now try to say something about this section.
There are three “standard” limitations that can be added to the process of shares changing hands (through purchase, gift, etc). They can be added to the articles of association in their standard form by selecting “Ja, enligt standardtext” or in a changed form by selecting “Ja, enligt nedan” and providing your own text.
From less restrictive to more restrictive:
hembudsförbehåll — gives the existing shareholders the right to buy back the shares just sold (gifted, left as inheritance, etc) to a person who didn’t use to own anything in this company
förköpsförbehåll — possibly what’s called the right of first refusal; gives the existing shareholders the right to buy the shares before they’re sold (gifted, left as inheritance, etc) to a person who doesn’t currently own anything in this company
samtyckesförbehåll — the board has to approve the sale/gift/exchange of the shares or it doesn’t happen.
Since both förköpsförbehåll and samtyckesförbehåll handle the question of what should be done before a transaction happens, if they are added to the bolagsordning at the same time, they have to somehow differ. For example, one of them can cover gifts while the other is taken up in the event of a sale. There is no conflict with hembudsförbehåll, since it’s about what happens after the transaction.
Qoorp recommends having both hembudsförbehåll and förköpsförbehåll, the former being sort of a fallback if the latter was ignored by the seller. Unlike the more restrictive samtyckesförbehåll which can stop the deal in its tracks, these two provisions still let the seller to get the same price for his or her shares.
Apart from the provisions for shares changing hands, there are two more:
tvister avgörs av skiljemän — use an arbitrator, and not a court, in case of disagreements. Pros: can go faster and be held in secret. Cons: more expensive
röstmajoritet — the standard text says that all the shareholders have to vote the same for any decision to be made. Qoorp advises strongly against it, since this effectively gives every shareholder a right of veto for anything and everything.
At least half of the board members must reside in the European Economic Area. It’s possible to apply for a waiver of this requirement though. The same applies to deputies (suppleant). Suppleant is someone who’s supposed to take care of the business in case the regular board members die, go live abroad, are incapacitated, etc. If an aktiebolag has at least three board members, it doesn’t need a suppleant, otherwise, it must have minimum one.
For board members and deputies without a personnummer it’s required to attach a photo of an ID.
For a bigger business it might make sense to enable someone who’s not on the board to sign documents on the company’s behalf (extern firmatecknare). As for the board members, there are two predefined options as well as a possibility to enter something special.
The predefined options are:
“var för sig” — any board member can sign any document on his or her own
“firman tecknas av styrelsen” — all the board members have to sign every document together.
This is where bankintyg came into play. I had to enter an email address of a bank contact. Some banks publish “catch-all” email addresses for that purpose, some instruct to use the address of a particular office, and some give the personal email of a particular employee. The procedure differs a little, so it’s best to check with the bank.
Organizing the bankintyg became an adventure in itself (see the previous part of this series), but once it went through, I could pay for the application, sign it with the BankID, and finally send it.
it’s impossible to open a limited company on your own (there has to be a deputy or there have to be three board members)
it is possible to open a limited company with people who don’t have a personnummer, but the photos of their IDs are required
getting a name approved might take several tries
leaving the application’s web page unattended for several minutes leads to automatic logout, so it’s good to click on “Spara och fortsätt” to save the progress.
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