A foreign company wishing to engage in business activities in Sweden, without registering a subsidiary, will normally register a Branch . It is a Branch offices for a foreign entity, which includes independent management in Sweden . The same company may only register one Branch in Sweden. A Chief Executive Officer ( CEO) of the Branch, is required. It is the CEO who represent the Branch and shall notify the registration of the Branch to the Company Registration Office (Bolagsverket).
Typical features of a Branch
The branch is not a separate legal entity in Sweden, it is a part of the foreign company.
- The Branch is subject to Swedish law and the Swedish authorities’ decisions when it comes to legal matters arising in connection with activities in Sweden.
- Branch has no share capital, but its assets and liabilities are part of the foreign company’s total wealth mass.
- A Branch must have separate accounts. The accounts must be separate from the foreign company, including a special annual report to be submitted to the Branch, see below in accounting.
- Branch accounts and the CEO’s management is to be audited by a chartered or certified accountant.
When the Company Registration Office (Bolagsverket) has registered the Branch, a registration number with ten digits is assigned, for example: 516402-1007. The first three digits can be 502 or 516.
The Managing Director
The Chief Executive Officer (CEO) of the Branch, should have a special power of attorney. An Executive Vice President (EVP) for the Branch can be appointed. He must also have its own proxy of the same type.
President and Vice President of the Branch must be resident within the European Economic Society (EES). Contact the General Board on matters regarding exemptions conserning residence requirements. The President is the sole signatory for the Branch. The Vice President may also have signatory power.
Special service recipients
If the president of the Branch is not resident in this country, the foreign Company may authorize a person resident in Sweden to accept service on its behalf.
The receiver of service may not be a minor or under guardianship under chapter 11. 7 § Parental Code and shall be reported to the Companies Registration Office (Bolagsverket) in order to be registrated.
Representatives of the foreign company
Companies Registration Office (Bolagsverket) register shall contain information about who ( in the country of the mother Company) is entitled to represent the foreign company in Branch. That in order to facilitate contacts with the foreign company if the President of the Branch should resign.
The branch auditor must be approved or authorized. If a registered firm appointed as auditor to the principal stated.
It is the Swedish Accounting Board decision that authorized or approved a public accountant or a registered public accounting firm. Unlike other organizations there are no boundaries that tells you when it is required by an authorized or approved public accountant. A deputy auditor may be appointed, but it is not required.
All branches in Sweden are required to have their own accounts, separated from the foreign company’s accounting.
As for how the records will be completed and published of the Company Registration Office (Bolagsverket) there are some differences between the Branches of foreign companies that are subject to the legislation of a member state of the European Economic Area (EEA) and those Bransches that do not. Appropriate rules are written in Branch Act. For all Branches, the financial statements must be submitted to the Companies Registration Office (Bolagsverket) and are required to be established in or translated into Swedish. The documents must be submitted no later than three months after the foreign company’s financial statements and audit report be submitted to the General Meeting, or equivalent, within seven months of the branch’s fiscal year.
SCRO can struck off a Branch the accounting records of the branch and / or the foreign company is not submitted to the Companies Registration Office for any of the last two fiscal years.
Branches of EEA companies
If the Branch of the foreign company have a legal form comparable with the limited liability company, the bookkeeping of the Branch ends with the annual accounts prepared in accordance with the Accounting Act. The auditor audits the annual accounts, the accounting records and the CEO’s management. The audit report shal be written to the CEO in case there is an absence of a general meeting that can approve the report. The annual accounts shall be signed by the President.
Each year the Branch must to submit a certified copy of the foreign company’s accounting – documents (annual report or equivalent) and the audit report to the Companies Registration Office, if these documents were made public in the company’s home country. Branch accounts should not be sent.
The branches of EEA companies equal partnership or similar, the same rules as applicable to branches outside the EEA, see below.
Branches of foreign companies outside the EEA
If the branches foreign company, whatever their legal form, is outside the EEA, the records ends with an annual report prepared in accordance with the Annual Accounts Act. The auditor shall review the annual report, accounts and administration. The audit report made to the CEO and it is also the CEO who signs the annual report. Determination certificate of the branch’s annual report is not required, as tjhere are no general meeting for branches.
The branch shall annually submit a certified copy of the foreign entity’s financial statements (or equivalent) and the audit report to the Company Registration Office (Bolagsverket). The foreign company documents need only to be submitted if they are made public in the foreign company’s home country.
Banking and Insurance branches generally apply to the same rules regarding submission to the National Board as to branches in the EEA that have a legal form corresponding to a limited company. If the foreign company is a Credit Institution the financial statementsshall be prepared in accordance with the Annual Accounts Act for Credit Institutions and Securities Companies. Is it an Insurance Company the financial statements sghall be prepared in accordance with the Annual Accounts Act for Insurance Companies.
Very simply the main rule for closure of the annual report of the branch accounts and submission to the National Board is as follows:
(assume that the foreign company is a Limited (or public) company limited by shares)
- Branches of EEA companies close the books with an annual audit report and then send in the foreign company’s annual report to the Company Registration Office (Bolagsverket).
- Branches of companies outside the EEA close the books with an annual report and submit branch and the foreign company’s annual report to the Company Registration Office (Bolagsverket).
Please note that all documents must be in Swedish!
Branch letters, invoices and order forms will besides branch company name (company name) and address include a statement of the foreign firm’s legal form and registered office.
Additionally, information is mandatory about the Company Registration Office of where the foreign company is registered, its number in this register and the branch number and as well as in which Swedishregister the branch is registered (indicate as “Reg. In SCRO branch register”). SCRO has the opportunity to impose fines on the branch’s executive director to fulfill the branch obligations on stationery, invoices and order forms.
Actions before operations may commence
Before the branch may begin, an application must be submitted to the Companies Registration Office (Bolagsverket). Notification must be made by the branch president. SCRO review including the power of attorney for the president of the bransch, the nature of the businessof branch and decides whether the proposed company name (the target company) of the branch can be approved.
Specific requirements on the company name
Branch company name (company name) must include:
- The foreign company’s business name (name) of incorporation or equivalent, including identification of business organization (legal form) eg Ltd.. S.A. or GmbH.
- The extension “branch”, “branch” or similar.
- A clear indication of the foreign company’s nationality. There should be no question of nationality, abbreviations are not accepted (except U.S. for the United States and the UK for the UK). Example Cognos B.V. Holland branch. That the branch is a Swedish one may, but not need to, be printed in the company name.
If the foreign company that the applying branch belongs to already operates in Sweden, one must remember that foreign branch applicant may need to have approval for the registration from one or more companies in the group, which is registered as a Swedish limited liability company or have trademark registration in Sweden. See in particular the Companies Registration Office leaflet 829 for permission.
Registration for the SCRO
Application is preferably made in the form 887 and must be signed by the branch president. Registration fee must be paid concurrently with the application.
The notification shall include:
- Information on the foreign company’s business name (name), legal form, nationality, location (usually the company’s registered domicile) and mailing address.
- Information about the branch’s proposed name (company name).
- Information about the municipality and postal address where the branch office is to be located.
- Information on the foreign company’s share capital and how much of this has been paid (only valid if it is incorporated or equivalent).
- Information on the foreign company and the branch financial status.
- Name and address of the persons who are authorized to represent the foreign company in respect of the branch.
- Information on the foreign company’s registration number and foreign registry where it is registered.
- Personal data relating to the branch President and Vice President, the receive service (if one should exist) and branch auditors and possible deputy auditor.
Personal data shall include:
• name and social security number, or failing this date
• mailing address
• and the branch president and eventual VVD to civil registry number (residence) if address differs from the population municipality
- Declaration that the branch president (and possible VVD) is not bankrupt, the trustee under chapter 11. 7 § Parental Code or disqualification.
- Declaration that receive service (if one is found) is not trustee under chapter 11. § 7.
- Signed confirmation by the auditors and deputy auditors that they have accepted the assignment (can also be done in a separate document).
- Original signature of the branch President, any Vice President, and the receive service (if one is found). The original document shall be signed by two witness, either on the application document or on a separate sheet. Do not forget the name clarification.
- Information on the foreign company’s operations. Note that the description of activities must be translated into Swedish.
Information on the branch. Activity description must be translated into Swedish. Activities of the branch must be within the foreign company’s operations. Further clarification may be needed by the company for legal reasons.
Appendix to the application for the Company Registration Office (Bolagsverket)
Companies Registration Office has the right to request a Swedish translation of the Appendix
- Certificate or equivalent showing that the foreign company is duly incorporated and registered and carrying on business in the homeland. This certificate may not be older than 6 months.
- Certified copy of the foreign company’s existing statutes, rules, and the corresponding basic act.
- Certified copy of the foreign entity and any parent, Annual – documents for the last two financial years.
- Evidence that the foreign company is not bankrupt. A bankruptcy proof will normally be issued by a court or authority. In countries where the evidence can not be obtained from such a body, it may be obtained from the notary, a lawyer, accountant or similar to get a corresponding certificate.
- The proxy for the branch president (and possible VVD) should contain:
• that NN appointed company president (respectively VVD) for the branch in Sweden (unless it is shown by another certified document)
• that NN has the right to trade on the foreign company’s behalf in all matters relating to operations in Sweden
A proxy shall not include any restrictions in relation to the above text.
The person signing the power of attorney should be someone in the foreign company authorized to issue such a warrant.
It is important that the mandate is submitted in original. Thus, it may be wise to provide the branch president with more than one original signed proxy because SCRO will retain the power of attorney submitted.
To application for registration of the receive service (if such should be) a copy shall be attached to the board minutes from the foreign company, showing who received the authorization to accept service on behalf of the company or possibly a special power of attorney to do so from now on.
Registration of changes in branch
If any item previously registered has been chaged the branch president, or, where applicable a new president of the branch, immediately shall report the new relationship to Company Registration Office (Bolagsverket).
Notification must also be made if the foreign company goes into liquidation or is declared bankrupt. Such notification shall be supported by a certified copy of a record or written statement by the company or any other document about the relationship is reported, for example, a certificate of registration showing the change.
Application for registration of new information on address or residence is not required as above.
If the foreign company goes into liquidation or is declared bankrupt or ceases to operate, the branch shall be deregistered.
Deregistration can also be made optional and will be reported to the National Board of the branch president.
Companies Registration Office has also the right to de-register the branch, including the president or authorized to receive service for the branch (in case such should be), or if accounting is not submitted to the Companies Registration Office.
FSA should be consulted in establishing themselves in Sweden on activities under their supervision, such as insurance and certain other activities in the financial sector. The most important statutes in this area are: the Law on Foreign Branch Offices. (1992:160), the Regulation on Foreign Branch Offices. (1992:308) Business Names Act (1974:156).