Sweden is an appealing business destination, and the market is made up of small and large companies offering their services to local and foreign clients. However, there are cases that can lead to difficulties or new opportunities that will be explored in other countries. This implies closing the Swedish company if its activities are terminated here. The same applies when a businessperson wants to relocate an enterprise in another state.
Closing a company in Sweden means liquidating and dissolving it. Below, our lawyers in Sweden explain how to terminate a business and the legal procedures associated with it.
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The main laws governing business termination in Sweden
Company liquidation in Sweden implies respecting strict regulations imposed by various laws. Among these are the following:
- the Company Law – Article 551 provides for the termination of a company;
- the Business Restructuring Law with Article 764 providing for the reorganization in order to avoid bankruptcy;
- the Bankruptcy Law where Article 672 contains provisions on the requirements to be met by a company going bankrupt;
- the Rights of Priority Law with Article 979 providing for closing a company;
- the Act on Enforcement where Article 774 contains specific provisions on business liquidation.
There are two ways through which a company can be liquidated in Sweden. The first one is the voluntary procedure, while the second one is called compulsory liquidation.
Our law firm in Sweden is at the service of foreign business owners with operations here if they want to terminate their activities. Even if there are no specials requirements to comply with, the procedures can be quite lengthy, especially in the case of compulsory proceedings which imply addressing a local court of justice.
Procedures of closing a company in Sweden
The general causes for closing a company in Sweden are represented by those reasons, circumstances, situations (legal or factual) that have the effect of any form of corporate liquidation.
The main reasons are divided in voluntary and compulsory decisions and may be: switching the time set for the company’s activity, unable to achieve the objects of the company or its implementation, declaring the nullity of the company, after a decision taken by the general meeting, as a result of a court decision, at the request of any partner, for reasons such as serious disagreements between partners, which prevents the company’s operation, in case of insolvent company, in other cases provided by law or by the articles of incorporation.
The procedure of closing a company in Sweden consists in several steps which must be achieved in order to comply with the law’s provisions. We are at your disposal if you are interested in starting a business in Sweden as a foreigner.
First off all you have to notice the Swedish Companies Registration Office (Bolagsverket), authority which will deregister the company for F-tax and VAT. In the same time the company will also be deregistered from its employer status at the Swedish Tax Agency (Skatteverket).
The deregistration with the Tax Agency is not done automatically in case you want to close a sole trader business, so you have to go to both Swedish Companies Registration Office and Tax Agency to announce the liquidation.
It is very important to notice the Tax Agency for address removal in case you announced in the beginning a special tax and visiting address. You must also provide a correct address in order to receive tax returns, income tax declarations and tax account statements, which also mean that when the company’s address was closed you need to create another viable address for mail purpose.
When you entitled a person to view or submit information via Tax Agency’s online service, you must also deregister that person’s access. This can be done on internet by entering into your account and following a certain procedure or by sending a written notification.
When you close your company you must also take care of the accounting matters. In this sense, you must close final accounts no matter the month you choose for closing the company and you have to be up-to-date with all the financial actions and procedures, otherwise you will not be able to close the business. The Swedish law also provides that the accounting records must be kept for ten years. We can also help you open a company in Sweden.
When your company has raised debts and you no longer afford to pay them, you must declare the bankruptcy. In this case you must use the company’s assets in order to pay the debts.
The district court is the entitled authority to decide upon bankruptcy and also the court appoints a receiver, with the main responsibility of drawing up a list with the company’s assets and starting further procedures for debt recovery. The receiver is responsible for selling the company’s assets and paying the debt to the creditor or creditors. This authority must also gather information about the company’s creditors and must contact each of them to refund the debt. This procedure is done by a certain system and in accordance to the debt due to each creditor.
After the bankruptcy procedure finalizes, the remaining assets are shared between the company’s partners, the amount depending on the contribution of each partner, as established in the company’s articles of association.
We are at your disposal if you want to acquire a virtual office in Sweden.
Voluntary company liquidation in Sweden
As its name says, voluntary winding up implies a decision of the shareholders to terminate a Swedish business. The reasons behind such a s decision can be multiple and they can range from the fact that the company was registered for a limited period which has come to its end, or the entrepreneurs decide that they want to move their operations somewhere else.
Voluntary company liquidation in Sweden falls under the Company Law, as it is considered that at the moment the decision is made, the company is solvent and capable of respecting its obligations towards the creditors.
The steps to complete such a procedure implies for the shareholders to convene a meeting where a decision is adopted in this sense. Following that, the Trade Register and the Tax Administration must be notified about the intention of closing the company.
Before proceeding to the winding up, the shareholders must appoint a liquidator who can be one of the directors who will be in charge with paying the creditors and dividing the remaining assets between the shareholders.
Then, the liquidator must:
- deregister the entity with the Trade Register;
- deregister the company with the local tax office.
The notification with the Tax Administration implies deregistration as a taxpayer, VAT payer, and employer.
The procedure can be terminated rather quickly, and our Swedish lawyers are at your service if you need guidance in complying with the legal requirements.
From a taxation point of view, you can rely on us if you need support in filing tax returns. Financial statements must be prepared while taking into account the requirements of IFRSs (International Financial Reporting Standards), GAAPs (Generally Accepted Accounting Principles), and any other applicable financial reporting framework. For information on our services in this regard, get in touch with our accountants in Sweden.
Compulsory company liquidation in Sweden
Even if the Swedish law does not impose specific requirements to companies with financial difficulties, it is the directors’ duty to file for insolvency if such a situation arises.
If the company reaches the phase of compulsory liquidation, the Business Restructuring Act and the Bankruptcy Law apply. Under the first one, the company can undergo specific procedures that can improve its financial condition, followed by the second act, if such procedures have failed.
Compulsory company winding up in Sweden is usually commenced by creditors who file a petition with the court in this sense. If the judge considers their reasons sufficient will appoint a liquidator who will carry out the proceedings associated with the payment of the creditors and deregistration with the relevant authorities.
Closing a business in Sweden in a compulsory way is more complicated and can be explained in detail by our lawyers.
What to consider about closing companies in Sweden
When shutting down a Swedish business, there are a few other aspects to consider. Among these:
- in the case of financial companies, special laws apply, namely the Banking Act and the Insurance Law;
- after liquidating the company, it must also be deleted from the Trade Register;
- in the case of compulsory liquidation, the company and the creditors can reach an agreement for the repayment of outstanding debts.
Contact us for details company liquidation in Sweden.