Partners – trading partnership

Here you can read about partners, signatories, and what to do to give a person, who is not a partner, a power of attorney.

Is one of the partners not registered in the Swedish population register? Read more about what to consider when making your application on the page Register a trading partnership.

Requirements of partners

A person who is to be registered in a trading partnership must not

  • be declared bankrupt,
  • be prohibited from carrying on business, or
  • have a custodian pursuant to the Parental Code.

The following entities cannot be partners

  • pension and staff foundations
  • branches.

Responsibility

The partners are personally responsible for keeping the agreements of the partnership and for paying its debts. The partners are jointly and separately responsible. This means that a creditor can claim payment of the entire amount of a debt from any of the partners. The partners are responsible for the debts of the partnership up to the full amount of their assets.

A new partner who joins the partnership is also responsible for all of the previous debts of the trading partnership. A partner who has resigned cannot be held responsible for the partnership’s debts after his resignation has been registered and announced in Post- och Inrikes Tidningar (the Swedish Official Gazette).

Signatories

Signatories are the persons who have the right to sign on behalf of the partnership with legally binding effect. The partners represent the partnership individually unless otherwise agreed. One or more partners must always be authorized as a signatory or signatories. State the name of the person(s) who is (are) to sign on behalf of the partnership individually or jointly.

The partners may also appoint an outside party as a signatory (specially authorized signatory). A specially authorized signatory can however not be registered as the only person who can sign on behalf of the partnership.

Power of attorney

Sometimes it might be practical to allow a person who is not a partner in the partnership to perform banking and postal errands. In that case, it is sufficient to issue a power of attorney that applies only to those matters. Forms for this type of power of attorney are available at banks and post offices. These powers of attorney are not registered with Bolagsverket.

If, on the other hand, the trading partnership wants to authorize a person to represent the partnership in all matters related to the business activities, it can appoint a person as a procuration holder. Read more about this on the page Procuration – trading partnership.

Partners resident abroad

A partner who is not registered in the Swedish population register must submit a certified copy of his or her passport with the application.

If the partner is a foreign legal entity, a certified copy of the certificate of registration must be submitted with the application. The certificate of registration must not be older than six months. If the document does not show who is authorized to sign on behalf of the company, you must also submit a document proving the signatory power, such as

  • a certificate from a Notary Public
  • articles of association
  • minutes from a meeting with the shareholders
  • minutes from a meeting with the board.
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