Company formation and registrations.

01

Company formation

From idea to registered company, with the right decisions made in the right order.

We start with your situation: what the business does, what profit you expect, whether you will have employees, how great the risk is and how much you need to draw privately. From that we calculate what the different company forms would actually cost you in tax and contributions, and recommend one.

Then we make the choices that otherwise get made by accident. The financial year does not have to follow the calendar year, and a non calendar year can be right if the business is seasonal. The shareholdings need to match how you intend to distribute profit, and if there are several of you a shareholders' agreement should exist before it is needed, not after.

We also set up the practical side: bank account, accounting system, invoicing routine and a plan for how documents reach us. That is the part that determines whether the company gets going properly or falls behind in its first quarter.

02

Company registration

Registration with Bolagsverket, with documents that hold.

We prepare the memorandum of association and the articles of association, handle the bank certificate for the share capital and file the registration. The articles of association are the document most often rushed, and they govern things like the object of the business, the limits on share capital and how notice of general meetings is given. Articles that are too narrow force an amendment and a new fee as soon as the business broadens.

The share capital in a private limited company is SEK 25,000 and must be in a designated account at registration. It is the company's money, not locked funds, and can be used in the business as soon as the company is registered. We explain what applies so the capital is not left sitting idle.

We also keep the registration current afterwards: a change of board, address, authorised signatory or articles must be notified, and a registration that does not match reality only causes problems when something important needs signing.

03

Skatteverket & Bolagsverket

F-skatt, VAT and employer registration, filed in the right order.

Applications for F-skatt, VAT registration and registration as an employer are made with Skatteverket and are separate from the registration with Bolagsverket. They are often handled in the wrong order or forgotten, with the result that the company invoices without being VAT registered or pays salaries without being a registered employer.

We file what is needed and set a realistic preliminary tax from the start. Preliminary tax set too low produces a tax bill with interest, set too high it ties up money unnecessarily all year. We work from your actual forecast and adjust during the year when reality differs.

If the company trades internationally we also apply for an EORI number and make sure the VAT registration number is correctly registered in VIES, so your EU customers can verify it. A number that cannot be looked up stops an invoice.

04

Choice of company form

Calculated on your figures, not on a rule of thumb.

A sole trader business has no minimum capital, simpler bookkeeping, and you are taxed on the whole surplus with social security contributions and municipal income tax. At low profit it is almost always cheapest. The drawback is that you are personally liable for the debts, and that there is no distinction between the business's money and yours.

A limited company gives limited liability and the option of taking part of the profit as a dividend taxed at 20 per cent within the allowance. It requires share capital, an annual report and more administration. The point at which a limited company becomes advantageous is not a fixed figure but depends on how much you draw, whether you have employees and how great the risk in the business is.

Partnerships and limited partnerships appear where several people run a business together but want to avoid the formalities of a limited company. They carry joint and several liability, meaning each partner can be pursued for the entire debt. We go through whether the form suits you before you choose it because it seemed convenient.

05

Permits & registrations

The industry specific requirements that must exist before you open.

Many businesses need more than a company registration number to start. Food businesses must be registered with the municipality, serving alcohol requires a licence with both a knowledge test and an assessment of financial propriety, and commercial transport requires an operator's licence. Processing times are rarely short.

Some industries also have requirements for staff registers, certified cash registers or notification of construction sites. The requirements attach to the activity, not the company form, and they are checked without notice. Starting without them is an expensive way to save time.

We go through what your particular business requires, help with the applications and set a timetable based on the processing times rather than on when you want to open.