Company changes: board, owners and business activities

What counts as a company change?

When you run a limited company, you must notify changes to the details registered with the Companies Registration Office. This can concern the board, the managing director, the auditor, signing authority, the company name, the registered office, the business activities or the share capital. The order is the same every time: the general meeting or the board makes a decision, someone submits a notification via verksamt.se or on a paper form, the fee is paid and the Companies Registration Office registers the change. The Companies Registration Office only starts working on the case once payment has been received.

Changing the board of a limited company, the managing director and the auditor

The company must notify who the board members, deputy members, chair and managing director are, and the notification must be made immediately when any of these change (Chapter 8, Sections 43–44 of the Swedish Companies Act, aktiebolagslagen). A change to the board takes effect from the time the notification reaches the Companies Registration Office. This also applies to signatories and the managing director. If the company has decided that the change is to take effect from a later date, this must be stated in the minutes.

The new board must meet the rules on how the board is to be composed and on residence. If a board member wants to step down, they notify the board and then the Companies Registration Office via verksamt.se. According to the Companies Registration Office's fee list, changing the board, managing director, special signatory and signing authority costs SEK 1 000 via the e-service and SEK 1 200 using a paper form. The same fee applies to registering or changing an auditor.

Changing signing authority

The board represents the company and signs on its behalf. The board may also appoint a special signatory, for example a board member or the managing director, and may decide that the company can only be signed for by two or more people jointly. No other restrictions on signing authority may be registered. A change to signing authority is therefore decided by the board, not by the general meeting, and is notified as a change to the board and signing authority.

Changing the business description, name or registered office: amending the articles of association

The business activities are set out in the articles of association. If you want to change the business description, the general meeting must therefore decide to amend the articles of association. The same applies to the company name, the registered office of the board, the limits for the share capital and the number of shares, the number of board members and the financial year. The decision normally requires at least two thirds of both the votes cast and the shares represented at the meeting to vote in favour. Some changes require a larger majority.

The change must be notified for registration immediately and may not be implemented until it has been registered. Amending the articles of association, for example the registered office, business activities or financial year, costs SEK 1 000 via the e-service and SEK 1 200 using a paper form. Changing the company name costs SEK 2 200 and SEK 2 400 respectively.

Changing the share capital

The share capital is increased through a new share issue or a bonus issue and reduced through a separate decision on reduction. If the new amount falls outside the limits in the articles of association, these must also be amended, and the general meeting can decide on both at the same time. A bonus issue is completed once the decision has been registered. Each such case costs SEK 1 000 via the e-service and SEK 1 200 using a paper form. Read more about what share capital is.

A new owner in a limited company

The Companies Registration Office does not register who owns the shares in a limited company. Ownership is shown in the company's share register, which the board is responsible for. When a share is sold, the change must be entered in the share register immediately. Check the articles of association first: they may contain a post-sale purchase right, a pre-emption right or a consent clause that restricts who may buy.

A change of ownership often leads to other notifications. It is common for the board, managing director, signatories and signing authority to be changed, and sometimes the auditor. The sale may also mean that the company has to register a new beneficial owner, that is the person who ultimately owns or controls the company, for example through more than 25 per cent of the votes. When the details change, the company must carry out a new investigation and submit a new notification, which costs SEK 250 via the e-service. If there is a shareholders' agreement, it may also affect the deal. We can help with shareholders' agreements and purchase agreements.

Sole traders and trading partnerships

A sole trader (enskild firma) or a trading partnership (handelsbolag) that wants to change its name or business activities also does so in the e-service on verksamt.se. If you notify both changes at the same time, you only pay the higher fee. In a trading partnership, all partners must sign the notification using e-ID.

How a company change works with us

1. We go through the change. What is to be changed, who is to decide, and does it require an amendment to the articles of association?
2. We prepare the documents. Minutes of the general meeting, minutes of the board meeting, new articles of association or an updated share register, depending on the case.
3. We fill in the notification. You or another authorised representative signs using e-ID.
4. We follow up. We answer any questions from the Companies Registration Office and check that the change has been registered. If contact with other authorities is needed, we help with dealings with authorities.

What's included

• A review of which decisions are needed and who should make them
• Minutes from the general meeting or board meeting
• A proposal for amended articles of association
• Updating the share register on a change of ownership
• Notification to the Companies Registration Office, including the beneficial owner when needed
• Follow-up until the change is registered

Starting a new company instead? Read about how to start a limited company.

Price

Company changes are quoted separately. You receive a quote with a fixed price before we start. The Companies Registration Office's fees are added.