New formation of a limited company through reorganisation of a foreign business

A foreign business within the European Economic Area (EEA) that is equivalent to a limited company may be reorganised into a Swedish limited company.

The business transfers its registered office to Sweden without being dissolved, wound up, or going into liquidation. No new business is formed; instead the same legal entity continues in a new form, but with a new corporate identity number (European Unique Identifier, EUID). In Sweden, however, the Swedish Companies Registration Office must enter the business into its register.

The registration authority has to issue a certificate of reorganisation

The registration authority in the member state where the business was registered before the reorganisation has to issue a reorganisation certificate. It also has to carry out the checks required before issuing such a certificate. The Swedish Companies Registration Office will then carry out a legality check to ensure that the reorganised company fulfils the statutory requirements allowing a Swedish limited company to be registered.

Notify us within six months

A notification has to be submitted within six months of the date on which the certificate of reorganisation was issued.

What to include with your notification

Send us the following documents:

• Notification in the original – use our form Nyregistrering genom ombildning (New registration through reorganisation), no 838
• Reorganisation plan (replaces memorandum of association) – certified copy
• Articles of association – copy
• Auditor’s statement in the original
• Certificate of reorganisation from the foreign registration authority – copy.

In some cases you also have to include a certificate of employee involvement (copy). This can also be stated in the notification or in the reorganisation plan.