Annual reports for Swedish companies limited by shares (aktiebolag)

Content

(Information material no. 30)

A Swedish company limited by shares (aktiebolag) must file its annual report every year. The registration authority Bolagsverket, is authorised to impose financial penalties on any company which does not meet the requirements of the law in this respect. This is a brief guide to the requirements of Swedish legislation with regard to annual reports for limited companies.

Responsibility of the board

All Swedish companies limited by shares (aktiebolag) must submit their annual reports to the registration authority, Bolagsverket.

There are no exceptions to this rule. For example, a company classed as private (privat) has the same obligation as one classed as public (publikt) and the rule applies to dormant companies, as well as to those carrying on active business. It is the responsibility of the board of directors to ensure that the annual report is filed in the prescribed manner.

Within seven months

The annual report is to be sent to Bolagsverket not later than one month after being adopted by the annual general meeting of shareholders. This meeting is to be held within six months after the end of the company's financial year. In practice, this means that Bolagsverket must receive the annual report within seven months. For example, a company whose financial year ends on 31st December must have filed its annual report with Bolagsverket at the latest on 31st July the following year.

If the report is filed too late, the company becomes liable to pay a penalty (see ”Penalty for late filing” on the next page).

Financial year

The financial year for the majority of Swedish companies is the calendar year, ending on 31st December, but it is also possible to register a split financial year – a twelvemonth period ending on 30th April, 30th June or 31st August.

Other dates for the end of the accounting year can only be used after obtaining special permission from the National Tax Board (Riksskatteverket). The period for which the annual report is drawn up must correspond to the company's registered financial year.

Contents of the annual report

1. Directors' Report (förvaltningsberättelse)
2. Profit and Loss Statement (resultaträkning)
3. Balance Sheet (balansräkning)
4. Auditor's Report (revisionsberättelse)
5. Additional notes (tilläggsupplysningar)

In the case of a dormant company, the Profit and Loss Statement need not be submitted and the Directors' Report can simply state that the company has carried on no business activities during the period in question. For information about accounts in euros instead of kronor, see our information sheet 829 xe (Accounts and share capital in euros).

Consolidated accounts

In a group of companies, the parent company must usually prepare consolidated accounts, in addition to its own annual report.

A Swedish parent company which is owned in its turn by a parent company within the European Economic Area (EEA) can file consolidated accounts from the foreign company instead of its own Swedish consolidated accounts.

In Swedish

An annual report for a Swedish company must be filed with Bolagsverket in Swedish and it must be signed by all the members of the board of directors.

Adoption certified

When the annual accounts and the auditor's report have been adopted by the shareholders' meeting, a statement certifying that this has been done must be added to the document. This so-called certificate of adoption (fastställelseintyg) must state the date of the shareholders' meeting and must also cover the decision of the meeting regarding the proposed appropriation of profits. The statement must be signed in original by one member of the board of directors or by the managing director.

Penalty for late filing

A company which fails to submit its annual report within the prescribed period (seven months from the end of the financial year) is liable to a penalty for late filing.

The first penalty for a private company amounts to SEK 5,000.

The company will be liable to a second penalty of SEK 5,000 after a further period of two months, if a complete annual report has still not been filed.

A third penalty – SEK 10,000 – will have to be paid if the annual report has not been received by Bolagsverket after a delay of four months.

The penalty for a public company is double the amount for a private company. The law does not allow Bolagsverket to grant an extension of the period prescribed for filing an annual report.

Compulsory liquidation

If a company has failed to file its annual report and auditor's report within eleven months from the end of its financial year, Bolagsverket is authorised to order the winding up of the company.

For more information about liquidation, see our information sheet 829 ie (Liquidation of limited company).

Published August 15, 2006.