Small companies may choose not to have an auditor

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On 21 June 2010 the Swedish Parliament, Riksdagen, decided that small companies should be able to choose not to have an auditor. The changes of the Companies Act will take effect as of 1 November 2010.

Already this fall new limited companies may choose not to have an auditor

Limited companies formed as of 1 November 2010 may choose already from the start to have a clause in the articles of association implying that the company shall not have an auditor.

The company must have a memorandum of association dated at the earliest on 1 November 2010. It is all right to prepare an application on the form Registration of a new company, No. 816e, and thereafter submit it to us at the earliest on 1 November.

Existing companies may opt out the auditor later on

Most limited companies have the calendar year as the financial year. If such a company wishes to remove the requirement for auditor from the articles of association the decision must be made at a shareholders' meeting. Therefore, the decision can be made at the earliest during the spring 2011, preferably in connection with adoption of the annual report for 2010 at the general shareholders' meeting. Please note that the annual report for 2010 nevertheless must be audited and be accompanied by an auditor's report.

Summary review for companies with financial year = calendar year

1. The Act will take effect.
2. The first possible day to decide on the change of the articles of association.
3. Appropriate to make the decision in connection with the general shareholders' meeting.
4. Submission to Bolagsverket of the annual report and the auditor's report for 2010.
5. Application for the changes must have been received by Bolagsverket.
6. The annual report for 2011 to Bolagsverket for the first time without an auditor's report.

Companies with other financial years

Existing limited companies with other financial years will also be able to put the new Act into practice later and gradually, as of the first new financial year starting after 31 October 2010. Under Read more you can find a summary review for limited companies with split financial years.

New form on 1 November

For the time being we are preparing a new form especially for reporting that the company shall no longer have an auditor. The form will be ready on 1 November and will contain everything that needs to be reported. You also have the possibility to report the change by our e-services.

To what companies does the new Act apply?

It is only small private companies which are allowed to choose not to have an auditor.

A limited company needs to have an auditor if it meets at least two of the following criteria, for each and every one of the two most recent financial years

• more than 3 employees (as an average)
• a balance sheet total of more than 1.5 million Swedish kronor
• a net turnover of more than 3 million Swedish kronor

The requirement for annual report remains

The annual report is still to be submitted to Bolagsverket within seven months from the end of the financial year. It must be a complete annual report which meets the requirements in the Annual Accounts Act regarding the disposition.

Financial statements are not to be submitted to Bolagsverket

Limited liability companies with an auditor appointed by the shareholders’ meeting must submit the auditor’s report together with the annual report. Financial statements, balance reports or other statements from an auditor or an accountant regarding the annual report are not to be submitted to Bolagsverket.

Published October 12, 2010.