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Swedish Company Structure: Directors, Officers, and Shareholders

Sweden has a unique company structure that includes limited companies (aktiebolag, AB), trading partnerships (handelsbolag, HB), limited partnerships (kommanditbolag, KB), and branch offices. In this article, we will explore the roles of directors, officers, and shareholders in each of these entities.

Public Disclosure of Information

In Sweden, the identity of directors and managing directors is publicly disclosed. However, the identity of shareholders of private, non-listed companies is not publicly registered. ABs that are not CSD-registered must disclose their share ledger to anyone upon request.

Beneficial owner information must be registered with the Swedish Companies Registration Office (SCRO) and be disclosed in a public register. Beneficial owners are individuals who ultimately own or control a company, which can include holding more than 25 percent of votes through shares, voting rights, or ownership interest.

Minimum and Maximum Number of Directors and Shareholders

Limited Company (AB)

• There is no maximum number of directors on the board of directors.
• The minimum director requirements for private ABs are one director and one deputy director, while public ABs require three directors and a managing director.

Trading Partnership (HB)

• Not applicable

Limited Partnership (KB)

• Not applicable

Branch Office

• Not applicable

Minimum Number of Shareholders Required

Limited Company (AB)

• One shareholder is sufficient

Trading Partnership (HB)

• Not applicable

Limited Partnership (KB)

• Not applicable

Branch Office

• Not applicable

Removal of Directors or Officers

Limited Company (AB)

• The shareholders’ meeting resolves upon removal of directors.
• Removal of managing director requires a board resolution.

Trading Partnership (HB)

• In accordance with the partnership agreement or otherwise agreed upon among partners. SCRO notification is required.

Limited Partnership (KB)

• In accordance with the partnership agreement or otherwise agreed upon among partners. SCRO notification is required.

Branch Office

• A foreign company resolves upon removal of managing director by notifying the SCRO.

Required and Optional Officers

Limited Company (AB)

• Where the board consists of two or more directors, a chairman shall be appointed by the board.
• A managing director is required in public ABs and optional in private ABs.

Trading Partnership (HB)

• HB must have two or more partners. Partners may appoint special company signatories with authority to represent and sign on behalf of the company.

Limited Partnership (KB)

• KB must have two or more partners. Partners may appoint special company signatories with authority to represent and sign on behalf of the company.

Branch Office

• A foreign company may choose to appoint deputy managing directors.

Board Meeting Requirements

Limited Company (AB)

• No statutory minimum number requirement.
• In practice, at least one inaugural meeting in connection with the annual meeting of shareholders can be held by telephone or completed via written consent by all directors.

Trading Partnership (HB)

• Not applicable

Limited Partnership (KB)

• Not applicable

Branch Office

• Not applicable

Quorum Requirements for Shareholder and Board Meetings

Limited Company (AB)

• No specific quorum requirements apply for shareholders’ meetings.
• Resolutions are passed with the simple majority of votes cast, except for important decisions.
• For directors, typically a majority of directors must be participating during a board meeting; alternatively, all directors can participate via written consent.

In conclusion, understanding the roles and responsibilities of directors, officers, and shareholders in Swedish companies is crucial for any business operating in Sweden. By complying with these regulations, companies can ensure transparency and stability in their operations.