Through a company transfer the ownership rights and the responsibilities for a company are transferred to those who take over its business operations. Existing assets, including staff, contact networks and knowledge are transferred. In some cases, existing agreements are also taken over.
The rules for transfer of a business depend on its corporate form. For Limited companies the Limited Companies Act applies and for partnerships the Partnerships Act.
Types of business transfer
Normally, the transfer of a company takes place via its sale, but there are also other alternatives. Part of or the entire company can be transferred. Possible purchasers include family members, partners, employees or outsiders (private individuals or companies). As regards small companies, a so-called generation change is common.
Step-by-step guide to takeovers
A change in ownership consists of several different phases. If you start planning early, you will keep on top of your change of ownership process. The key questions are why you will be required to sell, how much of the company will be required to be sold what you will be doing after the change of ownership. It is also about who you will see as a buyer and if the proposed new owner can finance the purchase and which advisors will be necessary.
Further transfer considerations:
- Submit a complete account of the business operations.
- The purchaser's intentions for the business operation will impact on the employees and how the company is developed.
- Different stakeholders will judge the same company on the basis of their diverse needs and the value will therefore differ depending on the prospective purchaser.
- Should the previous owners have a continued role in the company after it has been sold?
It is easier to find a purchaser if the company has fulfilled its legal obligations, such as:
- to have well organised bookkeeping
- and to have declared and paid taxes
- and to have sent in annual reports to the Swedish Companies Registration Office (Bolagsverket) for all financial years - including any years when the company was "dormant". However, a company that has operated at a loss can still be sold. If the company no longer has any share capital, the purchaser must be prepared to immediately invest new capital or the company will be obliged to go into liquidation and the board risks incurring personal liability for the company's debts.
The business portal verksamt.se contains further information on selling a company, including the rules for different types of companies.
Taking over an existing company is a worthwhile alternative to setting up a new business.
Business transfer procedures
Sale of shares in a limited company is primarily a completely private action and a issue which is not dealt with by the Swedish Companies Registration Office (Bolagsverket).
Often, a separate purchase agreement is signed, which deals with the price of shares and the various obligations the seller and purchaser must commit to. The use of the company's business name should also be regulated.
The purchaser pays for the shares and the seller hands over the share certificates with a signed transfer including a contract note (a specially drawn up receipt).
The purchaser certifies they have purchased the shares and produces the transferred share certificates so they can be registered as the share owner in the share register.
The shares are then signed which indicates that they have been registered in the share register, which is kept by the company itself.
An Annual General Meeting is held immediately and deals with the changes taking place with regard to the company's board or auditor. The new owner will now be added to the electoral register in the corporate minutes if he or she is registered in the share register.
If the composition of the board changes, the board will hold a meeting to decide who is authorised to sign on behalf of the company and to decide who will be the managing director (MD), if required. The decisions of the board and the shareholders' meeting are immediately registered with the Swedish Companies Registration Office.
After the sale has been completed there is the issue of submitting the changed financial details along with notification of the actual sale itself. Tax regulations may change and it is therefore always wise to find out what the actual regulations are.
The seller should check that any changes that have been made, for example with regard to a new board, are implemented at the Swedish Companies Registration Office so that the new board is actually registered.
Sole traders and partnerships
The content (assets and liabilities) of a sole trader business or a partnership can be transferred to a purchaser. An assets and liabilities deal means that equipment, machinery, stock, orders, the register of customers, patents, trademarks etc., are transferred to another company in return for payment.
The Swedish Agency for Economic and Regional Growth runs several programmes to support entrepreneurs and maintain a competitive economy.