Sweden’s robust economy, transparent legal framework, and investor-friendly policies make it a prime destination for entrepreneurs and international businesses. The most common and protective business structure in Sweden is the limited liability company, or in Swedish, Aktiebolag (AB). Whether you’re a startup founder, a holding company, or a family office, understanding how to properly register a Swedish AB is crucial.
We outline the key legal aspects, formation process, official sources, and tax regime—including corporate income tax (bolagsskatt)—to support your entry into the Swedish market.
1. Choose the Legal Form: Aktiebolag (AB)
The Aktiebolag is Sweden‘s version of a limited liability company. It protects shareholders from personal liability, making it ideal for both operational companies and holding structures.
- Privat aktiebolag (Private AB): Minimum share capital: SEK 25,000. Cannot offer shares to the public. Ideal for SMEs and entrepreneurs.
- Publikt aktiebolag (Public AB): Minimum share capital: SEK 500,000. Can list shares on the stock exchange. Suitable for large-scale ventures.
Most international founders choose the Privat AB due to its simplicity and lower capital requirement.
2. Launch the registration process
Registration is handled by Bolagsverket (Swedish Companies Registration Office).
Step 1: Draft the Stiftelseurkund and Bolagsordning
- Stiftelseurkund: Certificate of formation signed by all founders.
- Bolagsordning: Articles of Association defining name, share capital, operations, and governance.
Step 2: Deposit Share Capital
- Open a Swedish business bank account (pre-registration).
- Deposit SEK 25,000 (Privat AB) or SEK 500,000 (Publikt AB).
- Receive a bankintyg (certificate of deposit) from the bank.
Step 3: File with Bolagsverket
- Submit all formation documents, including the bankintyg and board details.
- Use form: Nyregistrering aktiebolag (816).
Step 4: Obtain Organisationsnummer
After approval, you receive a unique organisationsnummer, similar to a corporate tax ID. This enables contracts, VAT registration, and employment setup.
Timeline: Typically 5–10 business days if documents are complete.
3. Register for Tax and VAT (Skatteverket)
After incorporation, register with Skatteverket (Swedish Tax Agency) for:
- F-skatt: Corporate tax approval
- Momsregistrering: VAT registration (if revenue exceeds SEK 80,000)
- Arbetsgivarregistrering: Employer registration
Use the online Mina sidor portal for submissions.
4. Corporate Income Tax (Bolagsskatt)
Swedish limited liability companies pay a flat 20.6% corporate income tax on net profits.
Key tax notes:
- Deductions allowed for salaries, interest, depreciation, etc.
- Standard financial year: 12 months (räkenskapsår)
- Dividends to individuals are taxed at 30% (subject to treaty reductions for foreign shareholders)
5. Accounting and Compliance
Every AB must follow Swedish GAAP and submit annual accounts to Bolagsverket.
Privat ABs must appoint an auditor (revisor) if two of the following thresholds are exceeded:
- More than 3 employees
- Turnover > SEK 3 million
- Balance sheet > SEK 1.5 million
Larger firms and all Publikt ABs must always have an auditor.
6. Legal Considerations
- Styrelse (Board of Directors): Minimum 1 director and 1 deputy. Non-EU directors may need a Swedish contact.
- Registered Office: The AB must have a Swedish address.
- Verksamhetsbeskrivning: Business purpose must be clear and included in the Articles of Association.
- Verklig huvudman: Ultimate Beneficial Owner must be disclosed under AML rules.
With a minimum share capital of just SEK 25,000, investor protections, and a straightforward tax regime, Sweden’s aktiebolag structure offers flexibility and credibility for entrepreneurs and international companies alike.
Damalion helps clients worldwide register Swedish ABs by providing board member sourcing, banking introductions, and tax structuring. Please contact your Damalion expert now to launch your venture in Sweden with full compliance.
10 best hotels for your 24 hour business trip in Stockholm, Sweden
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Lydmar Hotel – Stylish boutique overlooking the waterfront by the Royal Palace, ideal for short executive stays
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Grand Hôtel Stockholm – Iconic five‑star property facing Gamla Stan and the Royal Palace, with full business and conference facilities
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Nobis Hotel Stockholm – Elegant design‑hotel at Norrmalmstorg, with refined meeting spaces and business amenities
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Hilton Stockholm Slussen – Modern business hotel on Södermalm waterfront with meeting rooms, gym, and executive lounge
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Radisson Blu Waterfront Hotel – Direct access to Central Station and the Waterfront Congress Centre, ideal for transit‑efficient business travel
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Radisson Blu Royal Viking Hotel – Central hub adjacent to main shopping district and transport links, with business centre and free Wi‑Fi
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Scandic Victoria Tower – High‑rise in Kista offering modern meeting facilities, skyline views, and easy airport access
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Scandic Ariadne – Comfortable waterfront hotel at Värtahamnen harbour with reliable business-friendly amenities
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Hotel Kungsträdgården – Chic boutique in the city centre by King’s Garden, offering a gym, bar, and quiet space for short business stays (official site: hotelkungstradgarden.se)
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Ett Hem – Intimate boutique hotel in Lärkstaden district, perfect for executives seeking tranquil, home‑style luxury.
