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Company formationEurope

Sweden company formation: setting up a Swedish AB

A Swedish aktiebolag (AB) is a limited company whose shareholders are not personally liable for its obligations. As of November 2026, a private AB is formed with at least SEK 25,000 of share capital paid in before registration with Bolagsverket, and its profits are taxed at 20.6% for income year 2026.

Updated

Key facts

Corporate income tax
20.6% (income year 2026)As of 3 November 2026 · [3]
Minimum share capital, private AB
SEK 25,000, paid in before registrationAs of 3 November 2026 · [1]
Board
1 or more members; at least 1 deputy with fewer than 3 membersAs of 3 November 2026 · [1]
Residence of board and managing director
At least half of the board and the managing director in the EEA, unless Bolagsverket grants an exemptionAs of 3 November 2026 · [1]
Person in Sweden to accept service
Required when no authorised representative of the company lives in SwedenAs of 3 November 2026 · [1]
Application for registration
Within 6 months of signing the founding deedAs of 3 November 2026 · [1]
Withholding tax on dividends to non-residents (kupongskatt)
30% as the main rule; a tax treaty can reduce itAs of 3 November 2026 · [4]
VAT standard rate
25% (reduced rates 12% and 6%)As of 3 November 2026 · [5]
VAT registration
Usually not required up to SEK 120,000 of annual turnover in SwedenAs of 3 November 2026 · [6]
Annual general meeting
Within 6 months of the end of the financial yearAs of 3 November 2026 · [1]
Annual report to Bolagsverket
Within 1 month after the general meeting adopts the accountsAs of 3 November 2026 · [12]
Auditor, private AB
Optional unless more than 1 of these is exceeded in each of the last 2 years: 3 employees, SEK 1.5 million balance sheet, SEK 3 million net turnoverAs of 3 November 2026 · [1]
Employer contributions, full rate
31.42% of gross salary and benefits (2026)As of 3 November 2026 · [10]
Employer declaration
By the 12th of the following month for most employersAs of 3 November 2026 · [9]

An AB is founded by one or more natural or legal persons who sign a founding deed with the articles of association, subscribe for all the shares and pay for them. Payment in money goes into a special account at a bank or another EEA credit institution, which certifies it; payment in kind needs an auditor's statement. The board then applies to Bolagsverket for registration within six months of the deed being signed.

The board has one or more members and, with fewer than three, at least one deputy. A managing director is optional in a private AB. At least half of the board members and the managing director must live in the EEA unless Bolagsverket grants an exemption, the articles name a seat in Sweden, and a company without an authorised representative living in Sweden authorises a Swedish resident to accept service.

Beneficial owners are reported to Bolagsverket together with the registration application and every change without delay. VAT registration and employer registration are made with Skatteverket; a company whose annual turnover in Sweden stays at or below SEK 120,000 usually does not have to register for VAT.

A foreign company can also work through a branch, a filial, registered with Bolagsverket. It is led by a managing director who must live in the EEA unless an exemption is granted. Each year it files the parent's accounts where these are made public in its home country, and its own branch accounts unless the parent is an EEA company comparable to an AB.

Redomiciled coordinates registration, the local representative where one is needed, bookkeeping, annual reporting, and tax, VAT and payroll registrations with Swedish providers; Swedish advisers give the legal and tax advice.

Who it suits

  • Companies entering the Swedish market

    You sell to Swedish customers or hire staff in Sweden and want a local company rather than serving the market from abroad.

  • Groups adding a Nordic subsidiary

    Your group needs a Swedish entity for contracts, staff or tenders, held by a parent company in another country.

  • Founders who live in the EEA

    The residence rules for the board and the managing director are met without an exemption when the people running the company live in the EEA.

  • Holding and investment structures

    A Swedish AB holding business-related shares is generally not taxed on their dividends or on gains when it sells them; the conditions need checking case by case.

How we help in Sweden

Redomiciled coordinates the formation; licensed local agents file it. We start from where the company will trade and bank, and once it exists we introduce it to banking partners whose criteria fit. Formation and account opening are separate steps, each subject to its own checks.

What we do

  1. A structure plan

    The entity we recommend, with what banks will ask of the company, set against where it trades and banks.

  2. Formation through licensed agents

    We prepare the documents with you and coordinate the filing with our local partners.

  3. Banking introductions

    We present the new company to banking partners whose criteria fit it.

  4. Ongoing support

    Reminders for renewals, annual filings and the information banks request at periodic reviews.

Who does what

Redomiciled
Your single point of contact: we plan the structure, keep the timeline and coordinate every party.
Licensed local agents
Form the company in Sweden and file its documents.
Lawyers, accountants and tax advisers
Give legal and tax advice where you need it. We introduce independent professionals, whom you engage directly.
Banks and payment institutions
Open accounts after their own due diligence; an account is never guaranteed.

Scope and fee are agreed with you up front, before any work begins.

Sweden company requirements

  • Share capital of at least SEK 25,000

    Paid in before registration: in money through a special account with a bank's certificate, or in kind with an auditor's statement.

    Required
  • Board with at least one member

    With fewer than three members, at least one deputy. A legal person cannot sit on the board.

    Required
  • EEA residence of board and managing director

    At least half of the board members and the managing director live in the EEA; Bolagsverket can grant an exemption for special reasons.

    Required
  • Seat in Sweden

    The articles of association name the place in Sweden where the board has its seat.

    Required
  • Person in Sweden to accept service

    Needed when no authorised representative of the company lives in Sweden; the board authorises a Swedish resident.

    Required
  • Beneficial owners reported

    Reported to Bolagsverket with the registration application, and every change without delay.

    Required
  • Auditor

    A private AB can opt out in its articles while it stays below the size limits.

    Depends on your case
  • VAT registration

    Usually needed once annual turnover in Sweden exceeds SEK 120,000; registration is with Skatteverket.

    Depends on your case

Documents

  • Founding deed and articles of associationThe stiftelseurkund, signed by the founders, with the bolagsordning attached.
  • Proof of payment of the share capitalThe credit institution's certificate for payment in money, or the auditor's statement for payment in kind.
  • Details of the board, deputies and managing directorNames, identity details and addresses, including where each person lives.
  • Beneficial owner informationWho ultimately owns or controls the company, reported together with the registration.
  • Authorisation for service of documentsWhere no authorised representative lives in Sweden, the authorisation of the Swedish resident who accepts service.

Sweden company formation timeline

  1. 1Structure and peopleAgree who holds the shares, whether a holding company sits above, who sits on the board and whether the residence rules need an exemption.
  2. 2Founding deed and capitalSign the founding deed with the articles, subscribe for the shares and pay the capital into the special account or contribute it in kind.
  3. 3Registration with BolagsverketThe board applies within six months of the deed being signed and reports the beneficial owners at the same time.
  4. 4Tax registrationsRegister for VAT where required and as an employer before paying salaries, both with Skatteverket.
  5. 5Bank and bookkeepingOpen the operating account after the bank's due diligence and set up the accounts the annual report will be based on.
  6. 6Ongoing complianceMonthly employer declarations, VAT returns, the annual general meeting, the annual report and the income tax return.

Sweden company tax

  • A Swedish AB pays state income tax at 20.6% on its profits for income year 2026. The company files an income tax return after every financial year; Skatteverket sets the deadline by the month in which the financial year ends.
  • Dividends to shareholders who are not resident in Sweden are subject to kupongskatt, a withholding tax of 30% as the main rule. A tax treaty can reduce it, either when the dividend is paid or through a refund afterwards.
  • Dividends on business-related shares (näringsbetingade andelar) are not taxed in a Swedish AB, and capital gains on such shares are not taxed either, subject to conditions such as a holding period for listed shares.
  • VAT is 25% on most goods and services, with reduced rates of 12% and 6%. A company with its seat in Sweden and annual turnover in Sweden of at most SEK 120,000 usually does not have to register for VAT.
  • An employer pays employer contributions of 31.42% on gross salaries and taxable benefits at the full rate for 2026, with reductions for some age groups, and files an employer declaration for each month, by the 12th of the following month for most employers.

General information, not tax advice. Your position depends on your circumstances.

Banking fit

  • Paying the share capital in money needs an account at a bank or another EEA credit institution before registration, so the first banking contact comes early.
  • Swedish banks work through the company's ownership and control structure and the beneficial owner register before they open an account; a clear structure chart and business description help.
  • Companies have no general right to a payment account in Sweden, so each bank decides after its own due diligence; institutions elsewhere in the EEA can complement a Swedish account.

Corporate Banking

Keeping a Swedish company in good standing

The annual general meeting is held within six months of the end of the financial year, and certified copies of the annual report reach Bolagsverket within one month after the meeting adopts the accounts. The income tax return follows the deadline Skatteverket sets for that financial year.

The board must keep meeting the residence rules: at least half of its members and the managing director in the EEA unless an exemption has been granted. Without an authorised representative living in Sweden, the person authorised to accept service must stay in place.

Changes to beneficial ownership are reported to Bolagsverket without delay. A private AB that opted out of an auditor checks each year whether it now exceeds more than one of the three size limits in two consecutive years.

Questions

Can a non-resident be the only board member of a Swedish AB?

With a one-member board, that member must live in the EEA unless Bolagsverket grants an exemption, which it can do in an individual case for special reasons. A board with fewer than three members also needs at least one deputy.

How much share capital does a Swedish AB need?

At least SEK 25,000 for a private AB, paid in before registration. Money goes into a special account at a bank or another EEA credit institution, which certifies the payment; capital contributed in kind needs an auditor's statement.

Does a Swedish AB need an auditor?

A private AB can opt out of an auditor in its articles unless it exceeds more than one of three limits in each of the last two financial years: more than 3 employees on average, a balance sheet over SEK 1.5 million, or net turnover over SEK 3 million.

When is the annual report of a Swedish AB due?

The annual general meeting is held within six months of the year end, and certified copies of the annual report must reach Bolagsverket within one month after the meeting adopts the accounts.

Does a Swedish company have to register for VAT?

Usually not while its annual turnover in Sweden stays at or below SEK 120,000 and its seat is in Sweden. Above that, it registers with Skatteverket. The standard rate is 25%.

Can I open a branch in Sweden instead of an AB?

Yes. A foreign company can run its Swedish business through a branch registered with Bolagsverket. The branch is led by a managing director who lives in the EEA unless exempted, and it files accounts with Bolagsverket each year.

Company formation elsewhere

  • Norway
    Norway company formation: setting up a Norwegian ASA Norwegian aksjeselskap (AS) is a private limited company registered in the Register of Business Enterprises. As of November 2026, it needs at least NOK 30,000 of share capital paid in before registration and pays 22% tax on its profits; any managing director and at least half of the board must live in the EEA, UK or Switzerland.
  • Ireland
    Irish company formation for EU trading businessesAn Irish private company limited by shares (LTD) is an EU company taxed at 12.5% on trading profits. Non-trading income such as most investment or rental income is taxed at 25%. The 15% Pillar Two minimum tax applies only to groups with consolidated revenue of EUR 750 million or more, not to typical owner-managed companies.
  • Denmark
    Denmark company formation: setting up a Danish ApSA Danish anpartsselskab (ApS) is a private limited company owned through shares called anparter and registered with Erhvervsstyrelsen. As of November 2026, it needs at least DKK 20,000 of capital, paid in before registration, and its taxable income is taxed at 22%, the rate for 2026.
  • Finland
    Finland company formation: setting up a Finnish OyA Finnish osakeyhtiö (Oy) is a limited company founded by a memorandum of association signed by all its shareholders and registered by PRH. As of November 2026, a private Oy can be formed with EUR 0 of share capital, must be notified within three months of signing, and pays 20% income tax on its profits.
  • Hong Kong
    Hong Kong company formation for international foundersA Hong Kong private company limited by shares is a separate legal entity that non-residents can own entirely, used for trading, services and holding Asian revenue. Electronic applications normally receive their certificates within an hour, and since 23 May 2025 existing foreign companies can also re-domicile into Hong Kong.
  • United States
    US LLC formation for international foundersA US limited liability company (LLC) is a state-registered company that non-US founders use to invoice clients, hold assets and access US payment rails. A single foreign owner's LLC is disregarded for federal income tax by default, but as of October 2026 it must still file Form 5472 every year.

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