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SWEDISH HOLDING COMPANY (AKTIEBOLAG / AB)

General Information Key Corporate Features Company Information Compliance Related Resources How to Proceed

GENERAL INFORMATION

The Swedish Aktiebolag (AB) is a normally taxed European company, subject to taxation on profits and is fully protected and subject to the provisions of Sweden's double tax treaties. Swede has however managed to conform to the European Commission Directives on dividends and capital gains in such a way that the Swedish Aktiebolag is one of the most efficient holding companies in Europe. There are also no Thin Capitalisation rules for a Swedish Holding Company.


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KEY CORPORATE FEATURES
General
Type of Company Aktiebolag (AB)
Type of Law Civil
Shelf company availability Yes
Our time to establish a new company 1 day
Minimum government fees (excluding taxation) Not applicable
Corporate Taxation Normal rates
Double Taxation Treaty Access Yes
Share capital or equivalent
Standard currency Swedish Krona
Permitted currencies Swedish Krona/Euro
Minimum paid up 50,000 SEK (Euro 5,500)
Usual authorised 50,000 SEK (Euro 5,500)
Directors
Minimum number One
Local required Yes - an individual designated to receive documents on behalf of the company
Publicly accessible records Yes
Location of meetings Anywhere
Members
Minimum number One
Publicly accessible records Yes
Location of meetings Anywhere
Company Secretary
Required No - but an individual designated to receive documents on behalf of company
Local or qualified No
Accounts
Requirements to prepare Yes
Audit requirements No - depending on turnover, assets, staff numbers
Requirements to file accounts Yes
Publicly accessible accounts Yes
Other
Requirement to file annual return Yes
Change in domicile permitted Yes
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COMPANY INFORMATION

Type of Company

Aktiebolag (‘share company’)

Procedure to Incorporate

The below should be submitted to the Bolagsverket (Swedish Company Registry)

  • Certified proof of share capital deposited (‘Bank Intyg’)
  • Memorandum and Articles of Association listing all members and powers and nature of intended business
  • Certified copies of passports for any members not Swedish resident
  • Certificate of incorporation in the event of a corporate shareholder
  • *There are no notarial requirements to incorporate a Swedish AB and shelf companies are available
Powers of Company

As dictated by the objects in the Articles of Incorporation.

Language of Legislation and Corporate Documents

The Legislation is in Swedish. The corporate documents can be in any language, provided they are accompanied by a Swedish translation. Banks accept documents in Swedish and English.

Registered Address Required

Yes, in Sweden

Shelf Companies Available

Incorporation Agents maintain shelf companies. The incorporation number is immediately available subject to required documentation. Name change takes approximately two weeks.

Time to Incorporate

Subject to adhering to required documentation companies are available for immediate purchase and use.

Name Restrictions

Any name that is similar or identical to an existing name. Any name of a major international corporation, where written consent to incorporate is not available. Any name which in the opinion of the Trade Register is undesirable or offensive. There are no other specific rules regarding name restrictions. However, it is normal practice for the Trade Register to refuse names that are associated with the banking and insurance industries and any name that would suggest government patronage.

Language of Name
The name can be in any language using the Latin or Swedish alphabets.

Names Requiring Consent or Licence

Names for banks, buildings societies, savings, insurance, assurance, reinsurance, fund management, investment fund, council, municipal, co-operative or the foreign language equivalents may require special permission.

Suffixes to Denote Limited Liability

AB

Disclosure of Beneficial Ownership to Government Authorities

To be requested.

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COMPLIANCE

Authorised and Issued Share Capital

AB. EUR 5,500 SEK 50,000

Classes of Shares Permitted

Registered shares, preference shares and shares with or without voting rights.

Taxation

Corporate Income Tax for trading companies is charged at 26.3% on worldwide income. However this does not apply to dividends received from an underlying asset.

Losses may be carried forward indefinitely. There is no capital gains tax on the sale of assets. There is no withholding tax if destined for EU parent incorporation or to a jurisdiction with corporate tax above 15%. Tax on royalty payments is generally eliminated or reduced under the relevant tax treaties. No Capital Duty payable. A deduction on interest payments is allowed if either: i) the interest is taxed at a rate of at least 10% at the level of the recipient (beneficial owner) or ii) the company can demonstrate that a transaction is mainly motivated by business reasons.

Double Taxation Agreements

Sweden has entered into over 80 double tax agreements. Correctly structured Swedish Companies may access Sweden's network of double tax avoidance treaties.

Treaties have been concluded with: Argentina, Austria, Belgium, Barbados, Belarus, Brazil, Bulgaria, Canada, Cayman Islands, Croatia, China, Czech Republic, Denmark, Egypt, Finland, France, Germany, Greece, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Japan, Korea, Latvia, Lithuania, Luxembourg, Malaysia, Malta, Mauritius, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Russia, Serbia, South Africa, Singapore, Slovakia, Slovenia, Spain, Sri Lanka, Switzerland, Taiwan, Thailand, Trinidad and Tobago, Tunisia, Turkey, United Kingdom, United States of America, Venezuela, Vietnam

Licence Fees

Not as such.

Financial Statement Required

Since 1st November 2010 no Auditor required if he company; has less than 3 employees, a balance sheet total of less than 1.5 million Kronor, and a net turnover of less than 3 million Kronor

Directors

The minimum number of directors is one. No corporate directors. They may be of any nationality but at least one must be EU Resident.

Company Secretary

No company secretary necessary. However a Swedish registered individual must be nominated as a receiver of documents on behalf of the company.

Shareholders

The minimum number of shareholders is one. Shareholders can be corporate.

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HOW TO PROCEED

A bespoke 'offshore' solution can be complex and requires careful planning and execution. We therefore encourage our clients to contact us directly, without obligation, for a Free Initial Consultation.

Our experienced consultants will gladly assist with advice on how to approach your particular challenge.

To make contact with a consultant at one of our offices who speaks your language, click here for a full list of our office contact details.


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