New rules for limited companies and branches of foreign companies beginning on 1 August 2022

The rules that entered into force on 1 August 2022 have been incorporated into, among others, the Companies Ordinance and the Branches Ordinance. You can read more about what these regulations will entail here.

In brief, the regulations will provide the following:

• Registration of, and changes to, limited companies and branches of foreign companies may be done digitally.
• The Companies Registration Office will provide templates for the registration of limited companies and branches of foreign companies.
• The Companies Registration Office must register a limited company within ten working days of receiving a complete application digitally, using templates. If the company is formed by natural persons only and receives a application digitally using templates, the deadline is instead within five working days. For branches of foreign companies, registration must take place within ten working days of a complete application being received by the Companies Registration Office.
• The register of limited companies must contain the EUID (European Identification Code) of each limited company.
• The register of branches must contain information including the representatives of the foreign company.
• The Companies Registration Office must notify the registration authority of the foreign company that is behind a branch when we register or deregister the branch.
• The Swedish Companies Registration Office will receive reports when there are changes in a foreign company that has a branch registered in Sweden. The Swedish Companies Registration Office will then update the information in the branch register and notify the branch.
• The register of limited companies, where applicable, must contain information on the fact that a limited liability company has one or more branches in other Member States, and the Swedish Companies Registration Office must notify the registration authority where the branch is registered when changes are made to the limited company.

A complete application here means that the case has been examined and completed and that there are no obstacles to registration. Registration must therefore take place within that time limit once the Companies Registration Office has examined the case and found that there are no longer any obstacles to registration.

The company law package is the basis for the new rules

The new rules are based on the so-called Company Law Package, which consists of two EU Directives. One directive deals with cross-border business and enters into force on 31 January 2023 (Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border reorganisations, mergers and divisions).

The second directive concerns the use of digital tools, and this is the one that will enter into force on 1 August 2022 (Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and procedures in company law.