How do I set up a company (aktiebolag) in Sweden?
To set up a Swedish aktiebolag (AB), you need SEK 25,000 minimum share capital, at least one director resident in the EEA, and registration with Bolagsverket via verksamt.se. Electronic registration takes 1-4 weeks and costs approximately SEK 2,200. You then register the AB with Skatteverket for tax purposes.
Detailed Explanation
Setting up a Swedish aktiebolag (AB) is a straightforward process by international standards. Sweden's verksamt.se portal centralises most registration requirements, and the process can be completed entirely online for most standard structures.
Step 1: Choose a company name
The company name must be unique — searchable via the Bolagsverket name search tool. The name must include 'Aktiebolag' or 'AB'. It must not be confusingly similar to existing companies or trademarks. Non-Swedish characters are generally not permitted. Names cannot be purely descriptive (e.g. 'Swedish Software AB' would likely be rejected as insufficiently distinctive).
Step 2: Decide on share capital and shares
Minimum share capital: SEK 25,000 (fully paid at formation). You decide: - Total number of shares - Par value per share (total must = share capital) - Whether different classes of shares exist (A shares with voting rights vs B shares, for example)
For a simple sole-founder AB: SEK 25,000 share capital, 1,000 shares at SEK 25 each (or 25,000 shares at SEK 1 each). Both work. The share capital must be deposited into the company's bank account before or at formation.
Step 3: Board composition
For a private AB, the board requires: - Minimum 1 board member (ledamot) + 1 deputy (suppleant), OR - Minimum 3 board members (no deputy required)
At least one board member (and the MD/VD if separate from a board member) must be resident in the EEA. Swedish residency is not required — any EU/EEA country qualifies.
For most solo founders: 1 board member (you) + 1 deputy (a trusted person, family member, or professional). The deputy only acts if the primary is unavailable.
Step 4: Prepare the bolagsordning (articles of association)
The bolagsordning must include: company name, registered office (municipality), business purpose (verksamhetsföremål), share capital range (minimum/maximum), number of shares range, and any restrictions on share transfers.
Verksamt.se offers a standard template bolagsordning for typical structures, which is sufficient for most simple ABs.
Step 5: Register via verksamt.se
Register at verksamt.se using BankID. The process walks through all required information. Registration fee: SEK 2,200 (electronic) or SEK 3,700 (paper). Processing time: typically 1-5 business days electronically; several weeks for paper.
Upon registration, Bolagsverket issues: - The AB's 10-digit organisationsnummer - Entry in the Handelsregister (public commercial register)
Step 6: Open a business bank account
The AB needs a separate business bank account. Swedish banks require the organisationsnummer. Popular choices for small ABs include digital banks (Qred, Qonto, Revolut Business) and traditional banks (SEB, Handelsbanken, Swedbank). The SEK 25,000 share capital must be deposited.
Step 7: Register with Skatteverket
Within 2 weeks of Bolagsverket registration, register the AB with Skatteverket for: - F-skatt (self-employment tax status — for the company to invoice without clients withholding tax) - Moms (VAT) if turnover will exceed SEK 120,000 - Employer registration (if paying salaries)
Done via verksamt.se or directly at Skatteverket's website.
Ongoing requirements
Once formed, the AB must: - File monthly arbetsgivardeklarationer if employing staff (including own salary) - File quarterly or monthly momsdeklarationer (if moms-registered) - File annual Inkomstdeklaration 2 (corporate tax return, by 1 July) - Prepare and file årsredovisning (annual report) with Bolagsverket within 7 months of year end - Hold annual bolagsstämma (AGM) within 6 months of year end
Do I need an auditor (revisor)?
Small ABs below two of three thresholds (3 employees, SEK 1.5m balance sheet, SEK 3m net turnover) can dispense with a statutory revisor. Most single-founder consulting ABs qualify for the exemption. Saving SEK 15,000-30,000/year on revisor fees is significant for a new AB.
Source: https://bolagsverket.se/foretag/aktiebolag.html
Real-World Examples
UK entrepreneur setting up a Swedish AB remotely
A UK-based entrepreneur wants to set up a Swedish AB. UK is no longer EEA post-Brexit, so they cannot be the sole director — they need an EEA-resident co-director or board member. They appoint a Swedish accountant as deputy board member (suppleant), register via verksamt.se with BankID (or via a Swedish formation agent), and open a Revolut Business account. Total cost under SEK 5,000 including the Bolagsverket fee.
Swedish consultant converting from enskild firma to AB
A consultant with growing enskild firma income (SEK 600,000/year) incorporates an AB. She transfers the business (not assets, just starts fresh) and begins drawing a salary from the AB. In the first year, the AB pays 20.6% bolagsskatt on profits instead of 52% personal income tax. She uses the K10 rules to eventually take low-taxed dividends.
Two founders setting up a joint AB
Two equal founders form an AB with SEK 50,000 share capital (SEK 25,000 each). They create two equal classes of shares to allow independent dividend decisions in future. Both are Swedish residents and serve as co-board members. No deputy is needed as there are 2 board members (3 is needed for no deputy — they add a third independent member).
Common Mistakes to Avoid
- Forgetting the EEA residency requirement for at least one director — non-EEA-only boards will be rejected by Bolagsverket
- Not registering with Skatteverket for F-skatt and moms after Bolagsverket registration — these are separate steps
- Depositing less than SEK 25,000 share capital — the company account must show the full amount
- Not holding the bolagsstämma within 6 months of year end — required to approve the annual accounts
Frequently Asked Questions
What does it cost to set up an AB in Sweden?
Bolagsverket registration fee: SEK 2,200 (electronic) or SEK 3,700 (paper). You also need SEK 25,000 share capital (which belongs to the company). Professional formation services typically cost SEK 2,000-8,000 if you use one. Total minimum: SEK 27,200 for a DIY electronic registration.
Can a non-Swedish resident be the sole director of a Swedish AB?
Yes, provided they are resident in the EEA. UK, US, and non-EEA directors must appoint an additional EEA-resident board member. An EEA resident includes citizens of EU countries, Iceland, Liechtenstein, and Norway.
How long does AB registration take?
Electronic registration via verksamt.se: 1-5 business days. Paper registration: several weeks. The process can be started and completed entirely online for straightforward cases using Swedish BankID.
Do I need a Swedish accountant (revisor) for my AB?
Only if your AB exceeds two of three thresholds: 3 employees, SEK 1.5m balance sheet, SEK 3m net turnover. Most small and solo ABs are below these thresholds and can dispense with a statutory revisor. You will still want a redovisningskonsult (bookkeeper/accountant) to help with filings.
Can I form an AB without visiting Sweden?
Yes. Electronic formation via verksamt.se uses Swedish BankID for identity verification. Non-Swedish founders typically need to use a Swedish formation agent who holds a power of attorney, or obtain Swedish BankID via digital identity verification services.
Practical Tips
- Register electronically via verksamt.se — it is faster, cheaper, and entirely self-service for straightforward structures
- Open a digital business bank account (Revolut Business, Qonto, or similar) before formation to have an account ready for the share capital deposit
- Register for F-skatt with Skatteverket immediately after receiving your organisationsnummer — you cannot invoice clients correctly without it
- Check whether your AB qualifies for the revisor exemption — most small ABs do, saving SEK 15,000-30,000/year
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