How to Register a Foreign Branch in Sweden

A foreign company that wants to do business in Sweden without forming a Swedish subsidiary can register a filial (foreign branch) under the Lag om utländska filialer m.m. (1992:160) (“Filiallagen”). The filial is not a separate legal entity — it is the same legal person as the parent company, operating in Sweden through a registered presence. This guide walks the registration with Bolagsverket and ongoing compliance.

Filial vs aktiebolag — the choice

Two main routes for foreign business:

• Filial — branch of the parent. Same legal entity. Parent assumes all liabilities of the Swedish operations. Lower setup cost. Simpler structure.
• Aktiebolag (subsidiary) — separate Swedish legal entity. Limited liability for the parent. Higher setup cost (SEK 25,000 minimum capital). More sophisticated structure suitable for substantial Swedish operations.

Filial is appropriate when:

• The Swedish operations are an extension of the parent.
• The parent prefers unified consolidated reporting.
• Risk allocation through limited liability isn’t a priority.

Aktiebolag is appropriate when:

• Swedish operations have material liability exposure.
• Local investors will join the Swedish entity.
• Brand or risk separation is needed.

Step 1 — Confirm filial eligibility

Under Filiallagen § 2, filials are open to:

• EEA-based companies (free establishment under EU rules).
• Non-EEA companies subject to specific approval and additional requirements.

For non-EEA companies, Bolagsverket may impose additional documentation requirements. Some non-EEA filials require pre-approval from Bolagsverket on a case-by-case basis.

Step 2 — Appoint a Verkställande direktör (managing director)

Under Filiallagen § 8, the filial must have a VD (managing director) who:

• Is resident in the EEA (Sweden or another EEA state).
• Has full responsibility for the filial’s Swedish operations.
• Represents the filial vis-à-vis Swedish authorities.
• Signs filings and reports.

Non-EEA companies often appoint either a Swedish-resident VD or apply for a Bolagsverket dispensation under § 8. The VD bears personal responsibility for compliance with Swedish law in the filial’s operations.

Step 3 — Choose a filial name

The filial name must:

• Indicate it is a Swedish branch of the parent (e.g., “Acme Corp - Filial” or “Acme Corp Sverige Filial”).
• Not be confusingly similar to existing Swedish company names.
• Comply with Bolagsverket’s naming rules.

Step 4 — Prepare registration documents

For Bolagsverket registration, the filial must submit:

• Application form (Filial – nyregistrering) — completed online or paper.
• Articles of association of the parent company (translated to Swedish or English).
• Certificate of incorporation or equivalent of the parent.
• Confirmation of the parent’s good standing (current with home authority).
• Financial statements of the parent for the most recent year.
• VD appointment with consent and personal data.
• Auditor appointment (mandatory in some cases).
• Power of attorney authorising the VD.

Documents must be in Swedish or English. Other languages require certified translation.

Step 5 — File with Bolagsverket

Filing options:

• Online via verksamt.se (preferred — faster).
• Paper filing with Bolagsverket Sundsvall office.

Filing fee: SEK 2,200 online (subject to current Bolagsverket schedule).

Bolagsverket review takes 5-10 business days for online, longer for paper or complex cases.

On approval, Bolagsverket issues:

• Bevis (certificate) — confirming the filial registration.
• Organisationsnummer — Swedish company registration number.

Step 6 — Register with Skatteverket (Tax Agency)

After Bolagsverket registration, the filial must register with Skatteverket for:

• F-skatt (corporate tax) — required for businesses operating in Sweden.
• VAT (moms) if turnover or activities require.
• Employer registration if hiring Swedish employees.
• PAYE / preliminary tax.

Filing is via Företagsregistrering form online.

Step 7 — Bank account

Open a Swedish business bank account. Sweden’s banks (Swedbank, Handelsbanken, Nordea, SEB, Danske) require:

• Bolagsverket registration certificate.
• VD ID and proof of address.
• Parent company corporate documents.
• Business plan and expected transaction profile.
• KYC/AML documentation.

For non-EEA parent companies, expect 4-8 weeks of due diligence. Some banks decline non-EEA parents entirely, especially without significant Swedish operations.

Step 8 — Ongoing compliance

The filial must:

• File annual financial statements with Bolagsverket — typically the parent’s consolidated statements with Swedish branch data.
• File Swedish tax returns with Skatteverket.
• Maintain bookkeeping in Swedish (Bokföringslagen).
• Comply with Swedish employment law if hiring locally.
• Report changes (VD, address, scope) to Bolagsverket within prescribed timeframes.

Tax treatment

The filial is a permanent establishment under most tax treaties. Sweden taxes the filial’s Swedish-source income at the standard corporate rate (currently 20.6%). Profits remitted to the parent are not subject to Swedish branch profits tax (unlike US branch profits tax) but the parent country may tax the Swedish-source income depending on its rules.

Sweden has tax treaties with most major economies. The treaty determines how the Swedish income is allocated and taxed in the parent country.

What the filial cannot do

• Issue shares — filial has no equity.
• Be sold separately — only the parent can sell, transferring the filial along with the parent.
• Limit parent liability — the parent is fully exposed.
• Borrow without parent guarantee — banks require parent backing.

Dialogue: a foreign company evaluates filial vs subsidiary

🐣 Chick: “We’re a US tech company. Want to hire 5 engineers in Stockholm. Filial or AB?”

🐮 Cow: “What’s the liability exposure?”

🐣 Chick: “Software development. Standard commercial liability.”

🦉 Owl: “Either works. AB gives you limited liability for Swedish operations and easier exit (you can sell the AB later). Filial is faster, simpler, lower cost.”

🐮 Cow: “If you’re testing the Swedish market for 1-2 years, filial. If you’re committing to a 5+ year operation, AB.”

🐣 Chick: “What about taxes?”

🦉 Owl: “Same Swedish corporate rate either way. Difference is in remittance and home-country treatment. Run the after-tax model with a tax advisor.”

🐣 Chick: “And the VD?”

🐮 Cow: “Filial requires EEA-resident VD. Either an existing employee in Sweden or a hired professional VD. AB allows non-Swedish-resident management with the same Bolagsverket EEA-residency rule.”

Common mistakes

Treating filial as a separate entity. The filial is the parent. Contracts in the filial’s name bind the parent. Litigation against the filial is litigation against the parent.

Forgetting EEA-resident VD. Without one, registration is rejected.

Using untranslated documents. Bolagsverket requires Swedish or English. Other languages need certified translation.

Skipping Skatteverket registration. Bolagsverket registration alone is insufficient. Tax registrations are separate and mandatory.

Underestimating bank account complexity. Non-EEA parent companies face significant banking due diligence. Plan 4-8 weeks for account opening.

Assuming filial avoids Swedish law. The filial operates under full Swedish employment, tax, and consumer law. Operations must comply identically with a Swedish AB.

Closing notes

Filial registration is a streamlined route for foreign companies entering Sweden, particularly EEA companies with limited Swedish operations. Setup is fast (2-4 weeks total including tax registration), cost is moderate (SEK 2,200 + advisor fees), and the structure preserves operational simplicity. For larger or longer-term commitments, an aktiebolag subsidiary offers liability protection and exit flexibility worth the additional capital and administrative cost.

A Gyoseishoshi (行政書士) prepares bilingual filial registration packs and parent-document translation guides. A Swedish advokat or revisor (auditor) should advise on tax treaty optimisation, banking strategy, and the filial-vs-AB structural decision.

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Disclaimer

Legal information, not legal advice. MmowW Scrib🐮 is operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not Swedish advokater. For binding advice on filial registration, tax structuring, or VD liability, consult a Swedish-qualified advokat or revisor.

Sources

• Lag om utländska filialer m.m. (1992:160) — https://www.riksdagen.se/sv/dokument-och-lagar/dokument/svensk-forfattningssamling/lag-1992160-om-utlandska-filialer-mm_sfs-1992-160/
• Bolagsverket, Filial — https://bolagsverket.se/foretag/utlandska-foretag-i-sverige/filial
• Skatteverket, Foreign company in Sweden — https://www.skatteverket.se/foretag/internationellt/utlandskaforetagisverige
• verksamt.se, Start business in Sweden — https://www.verksamt.se/web/international