Partners – limited partnership
Here you can read about partners, signatories, and what to do to give a person, who is not a partner, a power of attorney.
Is one of the partners not registered in the Swedish population register? Read more about what to consider when making your application on the page Register a limited partnership.
Requirements of partners
A person who is to be registered in a limited partnership must not
- be declared bankrupt,
- be prohibited from carrying on business, or
- have a custodian pursuant to the Parental Code.
The partner´s responsibilities
There has to be at least one general partner and one limited partner in a limited partnership. The general partners have unlimited liability and they are responsible for the debts of the limited partnership to the full amount of their assets. The limited partners are only responsible for the amount contributed.
The amount contributed by the limited partner can be in Swedish kronor or in Euro. The amount is usually in money, but it can also be contributed in the form of labour, equipment or else. In the application to Bolagsverket you must specify how much these contributions are worth. You do not have to submit a document proving that the amount has been paid to the partnership. However, if a creditor requires it, the amount contributed must be paid to the partnership.
The general partners are personally responsible for keeping the agreements of the partnership and for paying its debts. The general partners are jointly and separately responsible. This means that a creditor can claim payment of the entire amount of a debt from any of the general partners. A new general partner who joins the partnership is also responsible for all of the previous debts of the limited partnership.
A general partner who has resigned cannot be held responsible for the partnership’s debts after his resignation has been registered and announced in Post- och Inrikes Tidningar (the Swedish Official Gazette).
If the company is without general partners, it is no longer considered a limited partnership but a trading partnership. The limited partners then get unlimited responsibility.
Both natural persons and legal entities may be partners. Foundations or non-profit associations may however not be general partners even though they may be legal entities.
Signatories are the persons who have the right to sign on behalf of the partnership with legally binding effect. The general partner represents the partnership. If there is more than one general partner they represent the partnership individually unless otherwise agreed. A limited partner cannot be a signatory.
The partners may also appoint an outside party as a signatory (specially authorized signatory). A specially authorized signatory can however not be registered as the only person who can sign on behalf of the partnership.
Power of attorney
Sometimes it might be practical to allow a person who is not a partner in the partnership to perform banking and postal errands. In that case, it is sufficient to issue a power of attorney that applies only to those matters. Forms for this type of power of attorney are available at banks and post offices. These powers of attorney are not registered with Bolagsverket.
Appoint a person as a procuration holder
If, on the other hand, the limited partnership wants to authorize a person to represent the partnership in all matters related to the business activities, it can appoint a person as a procuration holder. Read more about this on the page Procuration. See the menu.
Partners resident abroad
A partner who is not registered in the Swedish population register must submit a certified copy of his or her passport with the application.
If the partner is a foreign legal entity, a certified copy of the certificate of registration must be submitted with the application. The certificate of registration must not be older than six months. If the document does not show who is authorized to sign on behalf of the company, you must also submit a document proving the signatory power, such as
- a certificate from a Notary Public
- articles of association
- minutes from a meeting with the shareholders
- minutes from a meeting with the board.