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Formation of private limited company

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Formation of private limited company

About private limited company

A Swedish private limited company (Aktiebolag) is a legal entity with limited liability, and there are no restrictions on the number of shareholders. This business structure is often chosen for its flexibility and reduced personal liability, and it is widely regarded as a reliable form both within Sweden and internationally.

One of the main challenges is the initial capital requirement. Additionally, foreign nationals looking to establish an AB in Sweden must meet certain additional legal criteria.

If you have any questions, feel free to contact us — we provide professional guidance on the formation and operation of Swedish limited companies.

Key Facts:

  • Minimum share capital: SEK 25 000;
  • Company name: Must be unique and distinguishable from existing registered entities;
  • Board of directors: At least two board members are required;
  • Managing director: Not mandatory under Swedish company law;
  • Process agent: May be required, particularly for foreign founders or when the company has no physical presence in Sweden.

Service price: 3 000 SEK + VAT.
The price includes:

  • Preparation of the registration form for submission to Bolagsverket;
  • Preparation of the Articles of Association;
  • Incorporation act;
  • Preparation of the registration form for submission to Skatteverket.

The documents are prepared within 1–3 business days after payment and receipt of all required information.

Once the incorporation documents are ready, you must contact a bank to deposit the share capital.

After the company is registered with Bolagsverket, it is then registered as a taxpayer with Skatteverket.

Even if a Swedish limited liability company (AB) has only one shareholder, its board must consist of at least two individuals: one ordinary board member (styrelsemedlem) and one deputy board member (styrelsesuppleant). The deputy only assumes responsibilities if the ordinary member is unable to perform their duties. When there is only one ordinary board member, they automatically serve as the chairperson and have the authority to represent the company and sign documents on its behalf.

Other signatory arrangements are also possible—for example, the right to sign may be granted to each board member individually or jointly to several members. A managing director is not mandatory and if appointed, the managing director’s authority is limited. The same individual may act as both a board member and managing director.

Board meetings must be held regularly and properly documented in minutes.

The shareholder plays a key role in the company’s governance: they appoint the board members, define the company’s strategic direction through shareholder resolutions—which the board is obliged to follow—and appoint the auditor, if required. The auditor reviews not only the financial statements but also the board meeting minutes and any actions taken by the managing director. Small companies may be exempt from the audit requirement.

A delgivningsmottagare is a person residing in Sweden who is authorized to receive official communications and legal notices from Swedish authorities (e.g., Bolagsverket) on behalf of a company.

Appointing a service of process agent is mandatory if none of the company’s founders have a Swedish personal identity number (personnummer).

Key points:

  • The agent must be physically reachable within Sweden.

  • The appointment must be officially registered with the Swedish Companies Registration Office (Bolagsverket).

  • The agent does not have any decision-making authority—their sole responsibility is to receive and forward official notices to the company.

If you have any questions, please write to us