Board of directors and managing director

A limited company must have a board of directors (styrelse). It is mandatory for a public limited company to appoint a managing director (verkställande direktör).  For a private limited company this is optional.

The board of directors manages the company on behalf of the company shareholders. The shareholders elect the board members (ledamöter) at the annual general meeting or at a general meeting.

Requirements on board members and managing directors

A board member and a managing director must be over 18 years of age. They must not be declared bankrupt, be prohibited to carry on business or have a guardian.

Board in a private limited company

A private limited company can have a board of directors consisting of only one or two board members and, if so, a deputy board member must also be appointed.

If the board consists of two or more board members the shareholders must appoint one of the board members as chair of the board.

A private limited company does not have to appoint a managing director.

Board in a public limited company

A public limited company must have a board of directors consisting of at least three board members and a managing director. One of the board members must be appointed chair. The managing director can be a board member but not chair of the board.

Responsibility

Regardless of whether the company is public or private, the board of directors of a limited company and a managing director has extensive responsibility. They may be held personally liable for the company’s debts if, for example, the company taxes have not been paid.

The board of directors has, among other things, responsibility for:

  • the management of the company’s affairs
  • summoning to attend general meetings
  • paying taxes
  • filing the annual report with Bolagsverket.

Deputy board members can be held personally liable for decisions that have been made when they served on the board.

Managing director being the chairperson of the board

The managing director can be a board member. In a private limited company the managing director can also be the chairperson of the board, whereas in a public limited company he or she cannot.

Residency

At least half of the board members, at least half of the deputy board members, the managing director and all deputy managing directors must reside within the European Economic Area (EEA). You will find information about exemptions from these requirements on the page Apply for exemption from residency requirements.

Apply for exemption from residency requirements

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