Stock Corporation

General Information

The publ. AB offers the advantages of liability limited by shares, relatively easy transfer of shares and access to stock markets. It is therefore usually chosen by larger businesses.

Incorporation

Formation by at least one person - individuals resident in European Economic Area or legal entity founded and with registered office within said area; nationality irrelevant.
Incorporation requires deed of formation followed by entry into centralised commercial register. Application to Companies Registration Office shall not be filed later than six months after signing of deed of formation. Company comes into existence immediately upon registration. Persons acting in company's name before it is registered are personally liable for such action.

Duration of incorporation approximately 5-6 weeks.

Incorporation costs of at least € 220 (registration fee).

Capitalisation and Financing

The statutory minimum share capital, which must be fully paid up on registration, amounts to SEK 550,000 (approximately € 55,000). Shares can be paid in cash or kind. Non-cash considerations must, however, be valued to ensure their adequacy.

Board Structure

A publ. AB must have a board of directors. The board may not consist of less than three members.
The appointment of a managing director who need not be on the board is mandatory. Unless exception is granted, the managing director as well as at least half of the members of the board of directors must reside in European Economic Area. The principle of individual management and representation applies, unless otherwise provided for in the articles.
Board and managing director may be bindingly instructed by the shareholders' meeting.

Shareholders' decisions are made by way of shareholders' resolutions at the annual or extraordinary general meeting of shareholders. General meetings must be held in Sweden.

Annual Costs

At least € 90 (related to filing of annual accounts).

Corporate Taxation and Financial Reporting

Corporations doing business in Sweden are liable for business income tax. Tax rate is 28 %.
Annual accounts shall be sent to the registration office within 11 months from the end of the financial year. Otherwise, board members and managing director become personally liable for the obligations of the company. Accounts must consist of a balance sheet, a profit and loss statement and a directors' report. Accounting must be done in accordance with Swedish GAAP.

Employee Participation in Corporate Bodies

Under the Private Sector Employees Act, local labour unions are entitled to appoint two directors and two deputies in companies with at least 25 employees. If workforce exceeds 1,000, three directors and three deputies may be appointed.