Sweden:

SE - Who needs to register a business?

SE - Who needs to register a business?

All forms of business enterprise except for sole traders have to be registered with the Swedish Companies Registration Office before starting to operate. As a sole trader, you can choose just to register for tax with the Swedish Tax Agency.

If you want to protect your business name as a sole trader, you also need to register with the Swedish Companies Registration Office.

SE - Purpose of business registration

SE - Purpose of business registration

For those who carry out business activities and need to be registered in accordance with the Tax Procedure Act Chapter 7 § 1, it is a legal requirement. For those seeking approval for the F-tax, it is an actual requirement.

Formal requirements

In the Tax Procedure Act, Chapter 7 § 1 provides a list of a number of cases where there is a statutory duty to register . By far the largest group of those covered by this requirement are those listed in paragraphs 1-3, i.e. normally those who are employers and those which are taxable under the VAT Act.

Actual needs

F-tax (“F” in “F-tax card” stands for Företagare (employer/entrepreneur)) is not needed to run a business, but since most people who buy services from a trader normally want to avoid the inconvenience of having to make tax deductions and submit statements, one can say that there is in fact a "need" for many traders to apply for F-tax.
The actual obligation to register with the Swedish Tax Agency is stipulated in the Tax Procedure Act. According to Chapter 7 § 2, those who intend to engage in business activities and who need to register must apply for registration with the Swedish Tax Agency before economic activity is started or taken over. Furthermore, from Chapter 9 § 1 it follows that those who want to be approved for F-tax must apply in writing to the Swedish Tax Agency.

SE - Legal basis

SE - Legal basis

Depending on the type of business, the following regulations apply:

  • Companies Act (2005:551)
  • Tax Procedure Act (2011:1244) (mainly Ch. 7, 9)
  • Tax Procedure Ordinance (2011:1261)
  • Value Added Tax Act (1994:200)

Then there is also a number of other laws that come into play such as:

  • The Act on publicity and secrecy,
  • Tax Database Act and the tax database regulation (governing the STA:s right to hold the necessary data in its records);
  • Income Tax Act

SE - Responsible authority

SE - Responsible authority

Regarding the registration of legal entities, the competent authority for the registration process is the Swedish Companies Registration Office.
As regards the different forms of taxes the Swedish Tax Agency is the competent authority.

SE - Process flow

SE - Process flow

The process of business registration in Sweden depends on the form of the business:

  1. Sole traders only need to register for F-tax with the Swedish Tax Agency.
  2. To register a company, relevant applications need to be sent to the Companies Registration Office in order to obtain the registration certificate. Any company subject to VAT must furthermore register with the Swedish Tax Agency.

Those who do not have a Swedish personal identification number (PIN), organization- or registration number, must obtain such a number if they are at all to become registered.

Useful detailled information on how to set up a business in Sweden can be found on the Invest in Sweden website.

 

SE - Required documents

SE - Required documents

The documents that are needed for registration vary according to company forms and individual cases.

  • When registering with the Swedish Company Registration Office, a company under formation normally needs to provide the deeds of formation, including the memorandum, articles of association, and (regarding limited companies) bank certificates that the share capital has been paid in full.
  • When registering a company at the Swedish Tax Agency, it may also be necessary for a company to produce such articles of association and deeds of formation, or documents of acquisition.

Foreign entrepreneurs must furthermore prove their identity since they normally do not have a personal identification number, an organization number or a Swedish e-ID. Identity may be proven with e.g. a passport or a foreign certificate of registration.

 

Further documents may also need to be submitted proving that an activity that causes registration has actually begun (e.g. copies of invoices). You may also need to provide proof that the proper permit has been applied for or granted if the company wants to be registered for a permit.

SE - Charges

SE - Charges

Fees apply for most of the registration services done by the Swedish Comanpies Registration Office. The fee must be paid as soon as the application has been filed. Please visit the following page for an overview on fees:

Swedish Companies Registration Office - Fees

SE - Deadlines

SE - Deadlines

Business registration is required before the operation is started or taken over. If the entrepreneur fails it can lead to charged interest rates on late paid taxes and specific fees for late tax returns.

Upon receiving the documents, it will take about 7 working days to process the application. The processing times are updated weekly. The actual status is available on the website of the Swedish Companies Registration Office. The Swedish Tax Agency, on the other hand, currently has a goal that 85% of all registrations must be processed in full within three weeks from the time the application arrived.

SE - Link to online service / legal form

SE - Link to online service / legal form

Both the Company Registration Office and the Swedish Tax Agency provide e-services for the formation and registration of businesses. These services are linked to the website called verksamt.se to provide the aspiring entrepreneur a common entrance to the authorities that the company normally needs to contact to become registered and ready for business. (Please be advised that you cannot access the e-services without a Swedish e-ID and the English translation does not cover the e-services or the whole portal.)

Company Registration Office and the Swedish Tax Agency also provide paper forms that can be used for the formation and registration:

Forms and templates at the Company Registration Office

Application forms from the Swedish Tax Agency

SE - Special service point / hotline

SE - Special service point / hotline

With the new registration process several central agencies (the Swedish Tax Agency, the Swedish Companies Registration Office and the Swedish Administration for Economic and Regional Growth) have established a central ”hub” where the entrepreneur can find all in one place:

  • relevant information,
  • information about the relevant agencies (who does what and when),
  • the central e-services incl. guides

Verksamt.se

If the information on the portal or in e-services is not sufficient, you may contact the Start-up Line:

E-mail: startlinjen@tillvaxtverket.seTelephone: +46 8 681 91 00open weekdays from 09–12

 

All three agencies also provide further information on their respective websites.

Swedish Agency for Economic and Regional Growth
Swedish Companies Registration Office
Swedish Tax Agency

SE - Related processes

SE - Related processes

Some business operations require a license. On the following website you will find a handy list of the various trades, professions and businesses that require permits, as well as contact details for the bodies that issue them:

Verksamt.se - Permits