A foreign company can activate on the Swedish market through its subsidiaries. A company is considered a Swedish subsidiary only if a big part of its capital or a majority of voting shares is owned by the foreign company.
A subsidiary opened in Sweden is considered a legal entity and may conclude contracts or hire personnel without the foreign company’s approval.
The subsidiaries are usually established as limited liability companies in Sweden, where the liability of the members is determined by their contribution to the capital.
The foreign company may establish as many subsidiaries as it wishes in Sweden. In the opposite side is the opening of branches: only one branch may be opened and operated by a foreign company.
A limited liability company is based on a share capital of 50,000 SEK for a private limited liability company or 500.000 SEK for a public limited liability company. At least one founder must register a private limited liability company, while a public limited liability company must be established by at least two founders. The management may be assured by a single director in case of a private company, while the management of a public limited liability company must be assured by the board of managers and a supervisory board. An auditor must also be appointed to look after the public company’s accounts.
Licenses are rarely requested for performing activities and may be asked from the Swedish Financial Supervisory Authority, Police authorities, municipalities or the County Administrative.
The process of incorporation of a subsidiary in Sweden starts with opening a bank account and depositing the company’s capital in it. A written statement from that bank is issued and must be deposited along with the foreign company’s decision of opening a subsidiary, articles of association(which will contain information regarding the name of the subsidiary, the name of the founders and their address, the name of the shareholders and their contribution to the capital, the total amount of capital, the way the company can be reorganized or liquidated and a duration period, if necessary) at the Swedish Companies Registration Office.
As a result, the Registration Office will issue a registration certificate, necessary for the last step of incorporation, the registration at the Swedish Tax Agency.
The procedure of incorporation a subsidiary in Sweden takes around 16 days and the company may begin its economic activities only after all the above steps are taken.