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Branches - Sweden

Updated 10/2010

Legal requirements

Opening a branch

Any company within the European Union/European Economic Area (EU/EEA) wishing to start a business in Sweden can open a branch there. This is a legal form which means that a foreign company has a local office in Sweden.

The activities of a branch office are governed by the Act on Branches of Foreign Companies (Lagen om utländska filialer).

  • Act on Branches of Foreign Companies svenska

What distinguishes a branch

For a business operation to be considered a branch, the following applies:

  •  a foreign company may have onlyone branch in Sweden;
  •  it must be represented by a managing director ;
  •  a branch does not constitute a separate legal entity, but is part of a foreign company;
  •  it is subject to Swedish law and answerable to Swedish authorities;
  •  a branch should not have its own share capital, since its assets are part of the parent company's combined assets;
  • accounts must be kept separate from the rest of the company;
  •  an authorised public accountant must audit the branch's accounts and administration.
  • Swedish Companies Registration Office - information on branches

Requirements regarding the company name

The branch's company name must include:

  •  the foreign company's name, including type of company, according to its registration certificate;
  •  "branch", "branch of" ("filial", "filial till"), or similar;
  •  clear information about the foreign company's nationality.
  • More on special naming requirements svenska

Regulations regarding branches do not apply if you just want to have a representation in Sweden, such as an office, agency or department, that only provides information or represents your company.

Many of the requirements and procedures for opening a secondary establishment are the same as for starting up a business.

Administrative procedures

The Services Directive: Points of single contact

The Services Directive is a European law that aims to make life easier for businesses that wish to provide services in the European Union – in their home country or abroad. The Directive defines the rules that apply to entrepreneurs wishing to establish a business or perform temporary services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway). It obliges member states to eliminate unnecessary bureaucracy, simplify formalities for businesses and make public administrations more efficient.

For the implementation of the Directive, each member state had to set up ‘Points of Single Contact (PSC)’ , e-government portals which help businesses complete their administrative procedures on-line. The PSCs provide comprehensive information on all administrative matters related to setting up or expanding a services business in a given country. This includes for example:

- Which licences, notifications or permits do I need to obtain to start a business (at home or abroad)?
- What do I need to do when I want to offer my services abroad on a temporary basis?
- What do I need to do to apply for a licence? Which authority is responsible?
- Are the licences subject to a fee? What kinds of deadlines apply?
- Which acts and decrees apply in my sector?
- What do I need to do to establish, for instance, a restaurant or a shop? Or to work as a tour operator in another country without actually setting up a company?
- Where can I turn for personalised advice and further information?

With the PSCs, you no longer need to approach various authorities one by one!! The PSC allows you to find all relevant information and to send in your online applications to the responsible authority through one single contact point, the PSC. You can complete your administrative formalities electronically through the PSC. Just contact the PSC of the country that you want to do business in.

All PSCs are part of the European EUGO network; through a central website you can easily access all PSCs in Europe. Of course, the services of the PSCs are optional. You may always address yourself directly to the relevant authorities, too.

Registration

A branch must be registered with the Swedish Companies Registration Office (Bolagsverket). The registration must be signed by the branch's MD and sent to the Companies Registration Office with the registration fee.

The Swedish Companies Registration Office will examine:

Once the branch has been registered, it will be allocated a ten-digit corporate identity number.

Many of the requirements and procedures for opening a secondary establishment are the same as for starting up a business.

Licences

You may require a permit from the relevant local authority for certain business activities, such as in the financial, agricultural or environmental sectors. The local County Administrative Board can provide further information. There is also information on permits in the 'Find permits' database on the business portal verksamt.se.

Legal obligations

A branch must have its own accounts, separate from those of the foreign parent company.

The accounting documents for both the branch and the foreign company must be submitted within three months of the foreign company's accounts and audit report being presented to the company's partners, but no later than seven months after the end of the branch's financial year.

Resources

There is an ongoing project to translate Swedish law into other languages. If you intend to run business activities in Sweden, you may be able to access translations of other laws.

 The 'Invest Sweden' Agency offers general information and guidance on trade and investment opportunities in Sweden. It can provide further information on what permits are required and how to apply for them.

Check also the legislation on this topic in:

  • References

    Legal texts

    • Act on Branches of Foreign Companies (Lag (1992:160) om utländska filialer m.m.) svenska
    • Ordinance on Branches of Foreign Companies (Förordning (1992:308) om utländska filialer m.m.) svenska
    • Trade Names Act (Firmalag (1974:156)) svenska

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Further help

SOLVIT helps businesses deal with problems that arise when national authorities wrongly apply EU market rules.

If you wish to establish a business or perform temporary cross-border services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway), turn to the ‘Points of Single Contact (PSC)’ – Members of the EUGO network – that will help you to complete all necessary administrative procedures on-line! Get the information you need and submit your applications to the responsible authorities online. You no longer have to worry about contacting several different authorities one by one – the PSC will do it for you!