Doing business in Sweden

A Q&A guide to doing business in Sweden.

This Q&A gives an overview of the legal system; foreign investment, including restrictions, currency regulations and incentives; and business vehicles and their relevant restrictions and liabilities. The article also summarises the laws regulating employment relationships, including redundancies and mass layoffs, and provides short overviews on competition law; data protection; and product liability and safety. In addition, there are comprehensive summaries on taxation and tax residency; and intellectual property rights over patents, trade marks, registered and unregistered designs.

To compare answers across multiple jurisdictions, visit the Doing business In... Country Q&A Tool.

This article is part of the global guide to doing business worldwide. For a full list of contents, please visit www.practicallaw.com/about/doingbusinessin-guide.

Contents

Overview

1. What are the key recent developments affecting doing business in your jurisdiction?

Companies in Sweden are working to bring their data processing practices into line with Regulation (EU) 679/2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), which was adopted by the European Parliament in April 2016. The General Data Protection Regulation will apply from 25 May 2018 and will lead to more stringent requirements on the processing of personal data than those currently applicable in Sweden.

 

Legal system

2. What is the legal system based on (for example, civil law, common law or a mixture of both)?

The legal system in Sweden is based on statute law, supplemented by case law and legislative history. While it is not entirely correct to say that Sweden has a civil law system, the Swedish legal system has far more in common with a civil law system than a common law system.

There is no federal legal system in Sweden.

 

Foreign investment

3. Are there any restrictions on foreign investment (including authorisations required by central or local government)?

In general, Sweden imposes no restrictions on foreign investments or foreign shareholders. However, in certain sectors, conditions aimed at limiting foreign ownership can be imposed as a requirement for obtaining the necessary permits (for example, for authorisation to supply or manufacture military products).

 
4. Are there any restrictions on doing business with certain countries or jurisdictions?

The sanctions that apply in Sweden have been adopted by the UN or the EU. Sweden does not have any of its own, nationally-adopted, sanctions. For information regarding current sanctions, see www.government.se/government-policy/foreign-and-security-policy/international-sanctions/.

 
5. Are there any exchange control or currency regulations?

There are no specific foreign exchange controls or currency restrictions in Sweden. There are, however, laws preventing money laundering and terrorist financing, as well as reporting and declaration requirements associated with capital movement and the import and export of currency.

 
6. What grants or incentives are available to investors?

There are a number of incentives available to both Swedish and foreign owned companies, including:

  • Financial incentives (such as loans and grants).

  • Favourable tax regimes (such as tax relief for foreign experts and key personnel).

 

Business vehicles

7. What are the most common forms of business vehicle used in your jurisdiction?

The most common form of business vehicle used in Sweden, including by foreign investors, is the limited liability company (aktiebolag) (LLC). An LLC can be either private or public, and the private LLC is by far the most common form. The reasons for the popularity of the LLC are several, and include:

  • That shareholders generally bear no personal liability for the LLC's obligations.

  • An LLC is easy to establish.

Two other commonly used business vehicles in Sweden are the general partnership (handelsbolag) and the limited partnership (kommanditbolag).

The concept of a trust is unknown in the Swedish legal system.

 
8. In relation to the most common form of corporate business vehicle used by foreign companies in your jurisdiction, what are the main registration and reporting requirements?

Registration and formation

A limited liability company (LLC) is formed by one or more natural or legal persons (founders). Since 1 August 2014, there are no requirements relating to the founders' legal domicile.

The following are the main measures that must be taken to form an LLC:

  • The founders must prepare a draft memorandum of association.

  • One or more founders must subscribe and pay for all the shares in the LLC.

  • The founders must prepare, date and sign the memorandum of association.

  • The board of directors must apply for registration of the LLC with the Swedish Companies Registration Office (Bolagsverket).

The LLC is formed when the memorandum of association has been signed, but the formation lapses if registration does not take place within six months from the signing date.

The processing time for registering a new LLC is usually short. For current processing times, see www.bolagsverket.se/en/us/about/processing-times.

The company name must be distinct from other previously registered names in the companies register or the branch register that are still in force.

The company's name must include the Swedish word Aktiebolag or the abbreviation "AB". A public company's name must also be accompanied with the abbreviation "publ" unless the company's name contains the word publikt.

For more information on registration and formation requirements, see www.bolagsverket.se/en.

Reporting requirements

An LLC must file an annual report (in Swedish) with the Companies Registration Office within seven months of each financial year-end. If the annual report is incomplete or filed too late, late filing penalties can be issued.

The annual report must include the following:

  • A profit-and-loss account.

  • A balance sheet.

  • Notes on the accounts.

  • A directors' report.

Depending on the type and the size of the LLC, additional information may be required in the company's annual report.

Share capital

Public LLCs must have a share capital of at least SEK500,000 and private LLCs must have share capital of at least SEK50,000. There is no maximum share capital.

Non-cash consideration

Shares can be issued for non-cash consideration provided that an auditor issues a written statement that satisfies several requirements, including that the non-cash consideration:

  • Has been conveyed to the company.

  • Is, or may be assumed to be, of benefit to the company's operations.

  • Has not been reported in the memorandum of association at a higher value than the actual value of the company.

Rights attaching to shares

Restrictions on rights attaching to shares. Restrictions on rights attaching to shares must be stated in the LLC's articles of association (articles). The articles can include restrictions relating to the transfer of shares. The articles can also stipulate that different classes of shares will have different rights to the company's assets or profits, or carry different voting rights.

Automatic rights attaching to shares. The principal automatic rights attaching to shares in an LLC are financial rights, such as the right to receive dividends and the right to receive remaining assets on liquidation, and administrative rights, such as the right to vote at shareholders' meetings.

 
9. In relation to the most common form of corporate business vehicle used by foreign companies in your jurisdiction, outline the management structure and key liability issues.

Management structure

Every private limited liability company (LLC) must have a board of directors comprising one or more members. The board of a private LLC can appoint a managing director.

The board of directors in a public LLC must have at least three members and a managing director. If the board of directors consists of more than one member, one of the members must serve as chairman. Where the board of directors has less than three members, there must be at least one alternate.

In the private sector, local employee organisations bound by collective agreements with the LLC can appoint:

  • Two employee board members (with two alternates) in companies with 25 or more employees.

  • Three employee board members (with three alternates) in multi-sector companies with 1,000 or more employees.

The employees' right to board representation must not result in the number of employee board members exceeding the number of other board members.

Management restrictions

A legal person cannot be a member of the board. The managing director of a public company cannot concurrently hold the position of chairman of the board.

A majority of the directors, as well as the managing director, must be resident within the EEA, unless an exemption is granted by the Companies Registration Office.

The following cannot serve on the board or as managing director:

  • A minor.

  • A bankrupt.

  • A person for whom a guardian has been appointed.

  • A person who has been prohibited from trading.

Directors' and officers' liability

The directors and the managing director are liable for damages if they wilfully or negligently cause the company loss or damage when performing their duties.

The directors and the managing director are also liable if a shareholder or any other person incurs loss or damage as a consequence of a violation by a director or the managing director of:

  • The Swedish Companies Act.

  • The articles of association.

  • The applicable legislation on annual reports.

Parent company liability

As a general rule, a parent company has no liability for the debts and obligations of its subsidiaries. However, the Swedish Supreme Court has (in a few cases) allowed for a "piercing of the corporate veil" and held the parent company responsible for its subsidiary's liability. Circumstances that the court deem significant include where the subsidiary has been undercapitalised and controlled by the parent company to such an extent that the subsidiary has lost its independence from the parent company.

 

Employment

Laws, contracts and permits

10. What are the main laws regulating employment relationships?

The main laws regulating employment relationships are:

  • Employment Protection Act (1982:80). This provides most employees with extensive protection.

  • Co-Determination Act (1976:580). This sets out rules on collective bargaining agreements (CBAs), and negotiation and information requirements between employers and trade unions.

CBAs play an important role in the Swedish labour market.

Provisions in an employment agreement will not be valid to the extent that they revoke or restrict rights and obligations under the Co-Determination Act, or an employees' rights under the Employment Protection Act. Certain exemptions apply with regard to CBAs.

The above laws genrally do not apply to Swedish employees working abroad for non-Swedish companies. National or EU legislation on the posting of workers applies when Swedish employers send Swedish employees to the EEA/Switzerland, or when foreign employers send employees to Sweden.

 
11. Is a written contract of employment required? If so, what main terms must be included in it? Do any implied terms and/or collective agreements apply to the employment relationship?

It is not necessary for an employment contract to be written, but employers must give employees written information about the essential terms of their employment no later than one month after the employee has started working. Certain obligatory information is specified in the Employment Protection Act.

There are mandatory law related to minimum vacation, working time and illness.

Employers bound by a CBA must offer the benefits provided for under the CBA to all employees, even those who are not members of any union.

 
12. Do foreign employees require work permits and/or residency permits?

Non-EU citizens must obtain a work permit and a residence permit from the Swedish Migration Agency to work in Sweden. The application fee is normally SEK2,000.

The turnaround time for applications varies substantially depending on the line of trade. The Agency advises allowing up to 24 months to process applications. For estimations of the relevant processing times, see www.migrationsverket.se/English/Contact-us/Time-to-a-decision.html.

Termination and redundancy

 
13. Are employees entitled to management representation and/or to be consulted in relation to corporate transactions (such as redundancies and disposals)?

The Co-Determination Act requires employers to inform and negotiate with any unions to which the employers are bound under a collective bargaining agreement (CBA).

Employers who are not bound by a CBA must negotiate with the relevant union(s) before, for example, making any decisions on redundancy.

Employees may be entitled to board representation (see Question 9, Management Structure).

 
14. How is the termination of individual employment contracts regulated?

The Employment Protection Act outlines two acceptable causes for termination:

  • Reasons relating to the employee personally.

  • Redundancy (see Question 15).

Just cause for termination due to personal reasons requires that the employee has considerably misbehaved. Case law provides guidance as to what constitutes such misbehaviour. Termination for personal reasons cannot be based solely on circumstances that have been known to the employer for more than two months.

An employer must take certain action before terminating the employment, including:

  • Investigating if the employee can perform other work within the organisation.

  • Notifying the employee's union (which is entitled to consult with the employer).

The statutory notice period is one to six months, depending on the length of employment. There are no rules or legal requirements on severance payments or garden leave. Immediate termination through summary dismissal may be warranted where the employee has grossly disregarded his/her obligations to the employer. The employer must give the employee notice of dismissal/termination in writing, including certain procedural information.

An employee can contest an unjustified termination/dismissal in court and apply for revocation and damages up to an amount equivalent to 32 months' salary.

 
15. Are redundancies and mass layoffs regulated?

Employers are generally free to decide that a certain number of employees will be terminated due to redundancy. However, which employees that can be terminated is governed by the Employment Protection Act. The general rule is that the last person employed must be the first to be terminated, but exceptions apply.

Before deciding to downsize, employers must inform and negotiate with the local trade union(s) and consider whether the redundant employee can be relocated. The employee may also have a preferential right to re-employment in any recruitment during the employee's notice period and for nine months afterwards.

Redundant employees must be given written notice of termination, including certain procedural information. Provisions on notice period, garden leave, severance payments and damages are similar to termination due to personal reasons (see Question 14).

Employers must notify the Swedish Employment Agency when terminating more than five employees at once, or more than 20 within a period of 90 days.

 

Tax

Taxes on employment

16. In what circumstances is an employee taxed in your jurisdiction and what criteria are used?

The following are all considered tax residents in Sweden and are liable to pay tax on their worldwide income:

  • Individuals domiciled in Sweden.

  • Individuals who repeatedly spend more than two to three nights per week in Sweden during a continuos six months period (habitual abode).

  • Anyone with an essential connection to Sweden.

 
17. What income tax and social security contributions must be paid by the employee and the employer during the employment relationship?

Tax resident employees

A tax resident employee must pay income tax in Sweden on his or her gross salary (minus any applicable tax deductions).

Income from employment is subjected to local and state tax (adjusted annually). The local tax rates are 29% to 35%, depending on the place of residence. For the income year 2016, state tax is levied with a flat rate of 20% on income exceeding SEK430,200 a year, and with an additional 5% on annual income exceeding SEK625,800.

Non-tax resident employees

The following income paid to an employee who is resident abroad and works in Sweden for less than six months is subject to a flat-rate tax of 20% (Special Income Tax for Non-Residents Act) and deducted by the employer:

  • Income from a Swedish employer.

  • Income from a foreign employer established in Sweden.

  • Fees paid to board members in a Swedish company.

An employee must apply for special income tax at the Swedish Tax Agency for the period of his/her employment.

Employers

Companies with employees in Sweden must pay social security contributions. This rule applies to both Swedish and foreign companies. The rate is normally 31.42%. However, a lower rate is applied to foreign companies without a permanent establishment in Sweden (21.77% for 2016).

Employers who are taxable in Sweden must withhold preliminary income tax and pay monthly social security contributions based on the employee's gross salary until the Swedish Tax Agency's final decision the following year.

Business vehicles

 
18. When is a business vehicle subject to tax in your jurisdiction?

Tax-resident business

A tax-resident company (that is, a public or a private company registered in Sweden), is subject to income tax on its worldwide income as a Swedish legal person. A foreign company can still be considered a Swedish legal person if it, for example, has its corporate domicile in Sweden.

Non-tax resident business

Foreign legal persons are taxed on a limited basis in Sweden. Only income related to a permanent establishment in Sweden is taxed as corporate income. However, there are circumstances under which a foreign legal person without a permanent establishment can be subject to withholding tax in Sweden on certain income (for example, in relation to dividends from a Swedish company).

 
19. What are the main taxes that potentially apply to a business vehicle subject to tax in your jurisdiction (including tax rates)?

Corporate income tax

All income of a company is categorised as business income. The business income includes capital gains as well as proceeds from sales. The tax for corporate income is at a flat rate of 22% on the taxable result.

Value added tax (VAT)

The standard VAT rate is 25%. Reduced rates (12%) apply to food (not including alcoholic beverages and tobacco) and books, newspapers, and magazines (6%).

Stamp duties

A standard rate of 4.25% is levied on transfer of real estate. For mortgages the standard rate is 2%. The rate for corporate mortgages is 1%.

Property tax

Property tax is levied on certain real estate. The tax rate on the property's assessed tax value is 0.5% for industrial property and 1% for commercial premises.

If a company conducts taxable business in Sweden, it must register for VAT and preliminary tax. In general, taxes are paid monthly.

Dividends, interest and IP royalties

 
20. How are the following taxed:
  • Dividends paid to foreign corporate shareholders?

  • Dividends received from foreign companies?

  • Interest paid to foreign corporate shareholders?

  • Intellectual property (IP) royalties paid to foreign corporate shareholders?

Dividends paid

For non-resident shareholders, a 30% withholding tax is levied on dividends on shares from a Swedish company. However, there are conditions where dividends can be exempt from withholding tax under Directive 2011/96/EU on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States.

Swedish withholding tax is often reduced or eliminated through double tax treaties.

Dividends received

A Swedish company must pay income tax on dividends received. However, dividends received on business-related shares in foreign entities regarded as equivalent to Swedish limited liability companies will normally be exempt from income tax.

Interest paid

Interest payments will not trigger any withholding tax.

IP royalties paid

Payments of IP royalties are not subject to withholding tax.

Groups, affiliates and related parties

 
21. Are there any thin capitalisation rules (restrictions on loans from foreign affiliates)?

There are no special thin capitalisation rules in Sweden. Notwithstanding this, there are rules limiting the possibility to deduct interest on loans between "affiliated companies" (företag i intressegemenskap). Interest paid on loans is generally deductible for companies taxed in Sweden, but interest expenses on loans received from affiliated companies are not deductible, irrespective of the purpose of the loan (certain exemptions apply).

 
22. Must the profits of a foreign subsidiary be imputed to a parent company that is tax resident in your jurisdiction (controlled foreign company rules)?

In certain cases, a foreign subsidiary's profits must be imputed to a Swedish company, for example, when both of the following criteria are met:

  • A subsidiary's income is considered to be subject to a low tax regime.

  • A parent company, directly or indirectly, alone or together with affiliated persons, holds shares representing at least 25% of the subsidiary's capital or votes at the end of the parent company's financial year.

However, there is an exception if a legal person has a true establishment in a jurisdiction included in the EEA, from which commercial activities are conducted.

 
23. Are there any transfer pricing rules?

There is an absolute requirement for all companies to prepare and update transfer pricing documentation annually. The rules on transfer pricing are based on the principles set by the Organisation for Economic Co-operation and Development (OECD) (the "arm's length" principles).

Customs duties

 
24. How are imports and exports taxed?

Imports from outside the EU are subject to customs duty. The rate of customs duty depends on the type of goods and normally varies from 0% to 20%. Goods exported from Sweden are typically not taxed.

Double tax treaties

 
25. Is there a wide network of double tax treaties?

Sweden has an extensive network of double tax treaties on income and capital taxes. A list of current tax treaties, including double tax treaties, can be found at

www4.skatteverket.se/rattsligvagledning/15311.html.

 

Competition

26. Are restrictive agreements and practices regulated by competition law? Is unilateral (or single-firm) conduct regulated by competition law?

Competition authority

The Swedish Competition Authority (Konkurrensverket) applies the Swedish Competition Act (2008:579), and Articles 101 and 102 in the Treaty of the Functioning of the European Union (TFEU). Under the effects doctrine, Swedish competition law may also apply to foreign entities when their behaviour or transactions produce an "effect" within Sweden.

Violations of the Competition Act are mainly sanctioned by:

  • Administrative fines.

  • Orders imposing obligations.

  • Nullity.

  • Damages.

  • Trading prohibitions.

No criminal sanctions apply.

For guidance on competition law, see www.konkurrensverket.se/en.

Restrictive agreements and practices

Co-operation (for example, agreements or other concerted practices) between undertakings which aim to prevent, restrict or distort competition in the market to an appreciable extent is prohibited. Examples of co-operation that are deemed particularly anti-competitive are:

  • Directly or indirectly fixing prices or other trading conditions.

  • Limiting output (for example, limiting or controlling production, markets, technological development or investment).

  • Dividing markets or sources of supply.

  • Discrimination (for example, applying dissimilar conditions to equivalent transactions with other parties, thereby placing them at a competitive disadvantage).

  • Tie-ins (for example, making the conclusion of contracts subject to acceptance of supplementary obligations that have no connection to the subject of the contracts).

Unilateral conduct

An undertaking is prohibited from abusing a dominant position on the market. A dominant position means a strong economic position making it possible for the undertaking to prevent effective competition by acting independently of its competitors and customers and, ultimately, its consumers. A market share exceeding 40% is an indication of a dominant position.

Examples of practices that can be regarded as abuse are:

  • Directly or indirectly imposing unfair purchase or selling prices or other unfair trading conditions.

  • Limiting output to the prejudice of consumers.

  • Discrimination.

  • Tie-ins.

 
27. Are mergers and acquisitions subject to merger control?

The rules on merger control are to a large extent modelled on EU legislation. A concentration between undertakings is prohibited if it is intended to significantly impede the existence or development of effective competition in the Swedish market, or a substantial part of it. The competition test used in Sweden corresponds to the "significant impediment of effective competition" test used in Regulation (EC) 139/2004 on the control of concentrations between undertakings (Merger Regulation).

A concentration is deemed to arise when one of the following happens:

  • Two or more previously independent undertakings merge.

  • Either one or more persons, already controlling at least one undertaking, or one or more undertakings acquire direct or indirect control of the whole or parts of one or more undertakings.

  • On creation of a joint venture which on a lasting basis fulfils all the functions of an autonomous economic entity.

Notification to the Competition Authority is compulsory when both the following thresholds are met:

  • The combined aggregate turnover in Sweden of all the undertakings concerned exceeds SEK1 billion in the preceding financial year.

  • At least two of the undertakings concerned each had a turnover in Sweden exceeding SEK200 million in the preceding financial year.

The Swedish rules do not apply if the concentration has a European Community dimension (that is, if it meets the thresholds set out in the Merger Regulation).

 

Intellectual property

28. Outline the main IP rights in your jurisdiction.

Patents

Definition and legal requirements. A patent is an exclusive right for the proprietor to exploit an invention. For a patent to be granted, it must fulfil the following requirements:

  • Novelty (be new in relation to what is known at the time of filing the patent application).

  • Contain an inventive step.

  • Have industrial application.

Registration. National patents are filed and registered with the Swedish Patent and Registration Office. For guidance, please see www.prv.se/en/patents/applying-for-a-patent/.

Enforcement and remedies. Patents are enforced by the Patent and Market Court and appealed to the Patent and Market Appeal Court. The patent can be enforced by the proprietor of the patent or a licensee. The main remedies available are:

  • Interim and final injunctions under a penalty of a fine.

  • Damages.

  • Criminal sanctions.

  • Orders to provide information.

  • Infringement investigations.

Length of protection. Protection is granted for a maximum period of 20 years. Supplementary protection for medical patents is possible for up to five additional years.

Trade marks

Definition and legal requirements. Trade marks can consist of any symbol capable of graphic representation, for example, words, devices, letters, numerals, and design or ornamental aspects of a product or its packaging, provided that the symbols are distinctive. Protection can arise either from registration or through establishment in the market.

Trade marks can be registered if they have distinctive character for the goods or services to which they relate, and if no relative or absolute grounds for refusal contained in the Trademark Act (2010:1877) applies.

Protection. National trade marks are filed and registered with the Swedish Patent and Registration Office. For guidance, see www.prv.se/en/trademarks/applying-for-a-trademark/.

Unregistered marks are only protected if they are established in the market, that is, when they are known to a significant portion of the relevant public.

Enforcement and remedies. See above, Patents: Enforcement and remedies.

Length of protection and renewability. A trade mark registration can be renewed indefinitely for consecutive ten-year periods.

Registered designs

Definition. A registered design protects the appearance of a product but not its function. To register a design the following requirements must be fulfilled:

  • Novelty (so no other identical design has been made publicly accessible before the filing date or priority date).

  • Individual character (the overall impression of the design must differ from previously known designs).

  • It must not be governed solely by the technical function of the product.

Registration. Designs are filed and registered by the Swedish Patent and Registration Office. For guidance, see www.prv.se/en/designs/applying-for-design-protection/.

Enforcement and remedies. See above, Patents: Enforcement and remedies.

Length of protection and renewability. The maximum length of protection is 25 years. A registered design must be renewed every five years.

Unregistered designs

Definition and legal requirements. There is no specific national legislation covering unregistered designs. An unregistered design under Regulation (EC) 6/2002 on community designs (Community Designs Regulation) is, however, protected without registration.

Enforcement and remedies. An unregistered community design can be enforced through the Patent and Market Court, which is the designated community design court in Sweden (see above, Patents: Enforcement and remedies).

Length of protection. Protection lasts for three years from the day the unregistered design was made publicly available.

Copyright

Definition and legal requirements. Copyright is granted for literary and artistic works that possess a certain degree of distinctive character and originality.

The proprietor of a copyright can prevent others from making copies of the work and making it available to the public. However, there are some limitations to this exclusive right in the Act on Copyright in Literary and Artistic Works (1960:729).

Protection. Protection arises automatically without registration. Copyrights are not registerable in Sweden.

Enforcement and remedies. See above, Patents: Enforcement and remedies.

Length of protection and renewability. Copyright subsists until the end of the 70th year after the year the author passes away or, if there are several authors, after the year the last surviving author passes away. For some neighbouring rights (photographs, catalogues or work) protection lasts for 50 years from the date the work was created.

Other

Trade secrets. Trade secrets are protected under the Trade Secrets Act (1990:409). They consist of information concerning the business or operational circumstances of a trader's business, which the trader keeps secret and where disclosure is likely to cause damage to him in respect of competition. Protection arises automatically and is maintained for as long as the information is kept secret. Unauthorised disclosure can cause both civil and criminal liability.

Trade names. Trade names (the name under which a trader does business) are protected under the Trade Names Act (1974:156). Protection is granted by registering the name with the Swedish Companies Registration Office.

 

Marketing agreements

29. Are marketing agreements regulated?

Agency

Commercial agents are protected by the Commercial Agency Act (1991:351), which implements Directive 86/653/EEC on self-employed commercial agents (Self-employed Agents Directive). The Act sets out certain rights for the agent that cannot be set aside through contractual terms. These rights include a conditional right for the agent to receive severance compensation up to a sum corresponding to one year's remuneration (calculated on the average annual remuneration during the last five years or during the period in which the agent performed the agency, whichever is shorter).

The Act does not set out any specific rules on nationality, exclusivity or registration of the agency.

Distribution

There is no specific legislation regulating distributorships. It is arguable that provisions of the Commercial Agency Act can be applied analogously.

Franchising

There is no specific national legislation on franchising except for the Franchise Disclosure Act (2006:484). The Franchise Disclosure Act regulates a franchisor's duty to provide written information to the franchisee before conclusion of the franchise agreements. However, the Commission Agency Act and the Commercial Agency Act can likely be considered analogously.

There are no requirements to register a franchise in Sweden.

 

E-commerce

30. Are there any laws regulating e-commerce (such as electronic signatures and distance selling)?

The principal laws on e-commerce are the following:

  • Distance and Off-Premises Contracts Act (2005:59). This contains provisions on consumer protection in conjunction with distance and off-premises contracts.

  • Electronic Commerce Act (2002:562). This imposes minimum levels of information required from internet service providers and regulates online contract formation requirements.

  • Electronic Communications Act (2003:389). This sets out obligations for providers of electronic communications networks and services. It also sets out the requirements for using cookies.

  • Qualified Electronic Signatures Act (2000:832). This imposes obligations on providers of qualified certificates relating to electronic signatures.

 

Advertising

31. Outline the regulation of advertising in your jurisdiction.

The principal legislation on advertising is the Marketing Practices Act (2008:486), which governs advertising and marketing procedures, both business-to-consumer and business-to-business. Specific regulations exist for certain products including tobacco and alcohol.

The Act prohibits the use of unfair marketing practices, such as those that are aggressive or misleading. Use of unfair marketing practices can result in:

  • Injunctions under penalty of a fine.

  • A court order with a conditional fine for continued breach.

  • Liability for damages.

 

Data protection

32. Are there specific statutory data protection laws? If not, are there laws providing equivalent protection?

The main legislation on data protection is the Personal Data Act (1998:204), which implements Directive 95/46/EC on data protection. The current legislation will be replaced by Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) from 25 May 2018.

 

Product liability

33. How is product liability and product safety regulated?

Product liability in Sweden is primarily regulated by the Product Liability Act (1992:18), which implements Directive 85/374/EEC on the approximation of the laws, regulations and administrative provisions of the member states concerning liability for defective products (old Product Liability Directive). The Act provides for strict liability for personal injuries and damage to property intended for private use caused by an unsafe product. The primary responsibility under the Act falls on the producer and importer of the product, as well as anyone who has marketed the product under his own name or trade mark. A secondary responsibility falls on each distributor/supplier of the product, unless a party with primary responsibility is identified.

Product safety is mainly regulated by the Product Safety Act (2004:451), which is based on Directive 2001/95/EC on general product safety (General Product Safety Directive). Sellers and manufacturers must ensure that products and services do not convey any (or only a low) risk with respect to the health and safety of humans. Sales and marketing of products or services can be restricted or prohibited by a public authority for safety reasons.

In addition, there is special legislation that require strict liability for certain causes of injury or damage, including:

  • Electricity.

  • Inflammable or explosive goods.

  • Nuclear activities.

  • Activities harmful to the environment.

 

Main business organisations

Swedish Companies Registration Office (Bolagsverket)

W www.bolagsverket.se/en

Main activities. The Companies Registration Office registers companies and associations, handles filing of annual reports and provides the possibility to search for business information.

Swedish Tax Agency (Skatteverket)

W www.skatteverket.se/en

Main activities. The Tax Agency manages civil registration of private individuals and collects taxes such as personal income tax, corporate tax, VAT and excise tax.

Swedish Financial Supervisory Authority (Finansinspektionen)

W www.fi.se/Folder-EN/Startpage/

Main activities. Authorises, supervises and monitors all companies operating in Swedish financial markets.

Swedish Cadastral Office (Lantmäteriet)

W www.lantmateriet.se/en/

Main activities. Provides information on geography and real property and administers the real property register. Handles applications for registered ownership of real estate.

Business Sweden: the Swedish Trade and Invest Council

W www.business-sweden.se/en/

Main activities. Business Sweden offers advice, information and support to foreign companies that want to invest in or establish business and research activities in Sweden.


 

Online resources

The Swedish Parliament

W www.riksdagen.se/en/documents-and-laws/

Description. The Swedish Parliament publishes current laws in Swedish and provides English translations of the fundamental laws that make up the Swedish Constitution.

Government Offices of Sweden

W www.government.se/government-policy/

Description. The website publishes non-official translations of certain Swedish statutes for information purposes only. The information may be out of date.

Lagrummet.se

W https://lagrummet.se/English

Description. The website publishes and provides links to legal information from the Government, the Parliament, higher courts and government agencies. The Swedish National Courts Administration is responsible for publication. The information is mainly in Swedish.



Contributor profiles

Cecilia Rehn, Partner

Advokatfirman Lindahl KB

T +46 40 622 66 65 (direct) / +46 730 39 92 43
F +46 40 664 66 55
E cecilia.rehn@lindahl.se
W www.lindahl.se

Professional qualifications. LLM, Sweden; Swedish Bar Association, 2012

Areas of practice. Information and communications technology; commercial contracts; corporate finance.

Languages. Swedish, English

Professional associations/memberships. ITechLaw (International Technology Law Association); AIJA (Association Internationale Des Jeunes Avocats).

Cecilia Kindgren-Bengtsson, Partner

Advokatfirman Lindahl KB

T +46 40 664 66 53 (direct) / +46 708 592 507 (mobile)
F +46 40 664 66 55
E cecilia.kindgren-bengtsson@lindahl.se
W www.lindahl.se

Professional qualifications. LLM, Sweden; LLM at the College of Europe, Bruges, Belgium; Swedish Bar Association, 1999

Areas of practice. Employment; EU and competition; commercial dispute resolution; compliance.

Languages. Swedish, English

Professional associations/memberships. EELA (European Employment Lawyers Association).

Johan Myrén, Partner

Advokatfirman Lindahl KB

T +46 31 799 10 66 (direct) / +46 768 671 066 (mobile)
F +46 31 799 10 99
E johan.myren@lindahl.se
W www.lindahl.se

Professional qualifications. LLM, Sweden; Swedish Bar Association, 2010

Areas of practice. Tax; corporate law.

Languages. Swedish, English

Professional associations/memberships. AIJA (Association Internationale Des Jeunes Avocats); Vice-president, tax law commission.

Johan Norderyd, Partner

Advokatfirman Lindahl KB

T +46 40 664 66 56 (direct) / +46 704 32 66 56 (mobile)
F +46 40 664 66 55
E johan.norderyd@lindahl.se
W www.lindahl.se

Professional qualifications. LLM, Sweden; Swedish Bar Association, 1998

Areas of practice. IP; life sciences.

Languages. Swedish, English

Professional associations/memberships. International Trade Mark Association; International Association for the Protection of Intellectual Property; European Communities Trade Mark Association; Swedish Society for Intellectual Property; Association of European Trade Mark Owners.


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