Obtain a written statement from a Swedish bank certifying that the total cash amount to be paid for shares has been deposited in an account
Agency: Bank
Bank certificate may be issued by a bank, a credit company or a credit institution within the EEA. It should be written in Swedish stating (i) the deposited amount, (ii) that the amount is payment for shares in the company which is being formed, (iii) the date on which the shares were paid, (iv) number of the account, and (v) whether withdrawals have occurred and, if so, when.
The bank certificate can be submitted as an original or online. To be able to submit the bank certificate online, the bank must have an approved organization certificate (Server ID) and electronic identity legitimization. The founder submits the information required to set up a company online including the banker’s contact information. The banker subsequently receives a message and creates a bank certificate online signing it with the electronic identity legitimization. When bank certificate is finalized, which usually takes between 1 – 3 days, the founder sings with the electronic identity legitimization and submits the application online.
Time and cost: 1 day, no charge
Submit the application to the Swedish Companies Registration Office (Bolagsverket) and obtain the registration certificate
Agency: Swedish Companies Registration Office
To register a company relevant application documents have to be filed with the Swedish Companies Registration Office. The Companies Registration Office and the Swedish Tax Agency also administer a joint website (www.verksamt.se) for “one stop shop” registration of businesses. It is possible both to register the company in the Companies Register and to apply for tax registrations (income and VAT), employer registration and to file a preliminary tax return at the joint web site (i. e. all registrations generally required to start up a business). Registration forms are available both at this web site and at the web sites of the Companies Registration Office (www.bolagsverket.se) and the Tax Agency (www.skatteverket.se). Forms can be downloaded, printed out or ordered by telephone, free of charge, to be signed by hand and sent by ordinary mail. Application and registration forms can also be filled in and filed entirely electronically. Electronic signing however requires an electronic identity verification issued by a authorized entity specified on the web site www.e-legitimation.se
Registration must be applied for within six months from the date of signing the deed of foundation. The application must be signed (by hand or electronically) by a board member or by the managing director and be accompanied by a verified copy of the deed of foundation, a bank’s (or accountant’s in case of non-cash contributions) certificate concerning the paid-in capital. The uniqueness of the proposed name of the company is checked against the Companies Register. The application must be accompanied by an original or a verified copy of the deed of foundation and a bank’s (or accountant’s in case of non-cash contributions) certificate concerning the paid-in capital. The application must also be accompanied by a copy of the adopted articles of association and an original or a verified copy of the share subscription list (this information may be included in the deed of foundation).
Upon approval, the Registration Office assigns the company an organization identity number and publishes a notice in the Official Gazette (Post- och Inrikes Tidningar). The notice includes the name, mailing address and the identity of the board members, directors and all other authorized signatories.
Time and cost: 5 days for ordinary filings, SEK 2200 and electronic filings SEK 1900
Register with the Swedish Tax Agency (Skatteverket)
Agency: Swedish Tax Agency (Skatteverket)
Any employer or a company subject to VAT and intending to do business in Sweden must register with the Swedish Tax Agency. The registration is a prerequisite for a company to deduct VAT and to receive payment for services without deducting preliminary tax (F-tax registration). An employer must withhold social security tax for employee salary and account for such charges in the monthly returns. F-tax registration is a prerequisite to require payment for services rendered without the customer having to withhold preliminary income tax.
Barring any unusual circumstance, companies should register with the Swedish Tax Agency 2 weeks before starting business activities. All application forms can be downloaded (as Adobe Acrobat files) from the Swedish Tax Agency Web site (www.skatteverket.se). They can also be ordered and received by postal mail, free of charge.
Time and cost: 1 day, no charge
File information about beneficial owners with the Swedish Companies Registration Office (Bolagsverket)
Agency: Bolagsverket
Starting from August 1, 2017, newly registered companies and associations must register beneficial ownership information within four weeks from their registration date. The company must be registered before it can send in an application for registration of beneficial ownership.
A legal entity is obliged to submit reliable information regarding their beneficial owners and the nature and extent of the beneficial owner’s interest in the legal entity to the Swedish Companies Registration Office. In addition to basic information, such as the company name, address and proof of incorporation, the notification should provide information regarding name, personal identity number, citizenship and country of domicile of the beneficial owners.
It is compulsory to register beneficial ownership information online using the website of Bolagsverket. It costs SEK 250 and payment is by invoice.
Time and cost: Less than 1 day (online procedure), SEK 250
