No Dark Magic

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How to Register a Limited Company in Sweden: Part 1

Posted at — Apr 23, 2020

I have recently gone through a process of opening a limited company in Sweden, and this series of posts is about the nitty-gritty details of that process.

Aktiebolag, or AB, differs from the other forms of incorporation in the following ways:

  • it requires starting capital,[1]

  • there’s no personal liability for the company’s debt,

  • it’s a legal entity of its own (unlike enskild näringsverksamhet),

  • can be one person or more (e.g. enskild näringsverksamhet is only one person, handelsbolag is minimum 2)

  • can have employees,

  • gives the right for tax deductions for things like a computer bought for the company or a business lunch,

  • the company name is protected in the whole country (unlike enskild näringsverksamhet and handelsbolag for example — the name protection for those is län-specific).

Verksamt.se is the official website with lots of information about running a business, and some of it is translated to English. It’s not just an informational website though: in its Swedish version, there are quite a few digital services, like the one for actually registering an AB.

I started with this one: “Make a checklist for opening a company”. It outlines all the necessary steps.

Steps

  1. inform your employer that you want to start a business (see below)

  2. pay in the starting capital (see the bankintyg post)

  3. apply for registration with Bolagsverket via an e-service at verksamt.se and pay 1900 SEK (see the Bolagsverket post)

  4. apply for registration with Skatteverket via an e-service at verksamt.se (see the Skatteverket post)

  5. figure out accounting (bokföring)

  6. get an auditor (revisor) if you’re a big business[2]

  7. check if you need a permit for selling/buying anything you plan to sell/buy.

If the company is going to handle cash, charge cards, or employ people to do things like construction or making food, there are some extra steps.

TL;DR: Bolagsverket registers a name and an organization number, Skatteverket gives a VAT number. Applications to both go through verksamt.se. A bank holds the starting capital and provides tools to get paid (IBAN, Bankgiro, etc).

Informing your employer

First of all, I’ve checked my employment contract to see if there’s any specific clause about running a business on the side. In general, according to verksamt.se, you don’t want it to be a competitor to the company you’re employed at.

In addition to checking my contract, it was useful to know that an employee can request an unpaid leave for up to six months if they want to try running a business — and then come back to the same position, salary and benefits as they had before. The notice for such a leave has to be given three months in advance, and the employer must respond to it within one month. The employee in question should have worked for this employer for the last six months (or for 12 months within the last two years), and can only request this kind of leave once with a given employer. The request can be denied only if running the employer’s business without this particular employee would be impossible, unbearably hard, or horribly expensive.

Costs

This is how much the process might cost:

  • 1900 SEK for online registration with Bolagsverket, or 2200 SEK for offline

  • 0–3000 SEK for bankintyg, i.e. getting the proof of your capital (asked at five banks)

  • 0–1000 SEK for the first year of banking services (technically optional)

  • 25000 SEK for the starting capital — not exactly a cost, rather an investment

Waiting times

This is how much time it might take from the moment of deciding to start an AB till the moment when it’s possible to invoice a customer:

  • 1–9 weeks to get a bankintyg from a bank (confirmation of the starting capital — required to finalize the application with Bolagsverket)

  • up to 7 working days to get the reply from Bolagsverket ( current waiting times published by Bolagsverket itself)

  • +1 working day for every failed attempt at naming the company

  • 2–4 weeks to get the reply from Skatteverket

  • (optional, depending on the bank) 2–4 more weeks to get a business account and other services set up at the bank if there was no meeting with them at the bankintyg stage already.

Next post in the series on limited company registration: Getting the ‘bankintyg’

1. in the size of 25000 SEK as of this year — 2020. Before that it was 50000, and a few years before that even more
2. defined as two of the following conditions are true: (1) more than three employees, (2) more than 1,5 million SEK in balance sheet total, (3) more than 3 million SEK net turnover

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