Country
Closing a company in Sweden: routes, rules and your records
Bolagsverket is where you file to close a company in Sweden. The two routes are Voluntary liquidation and Compulsory liquidation. The Swedish Authority for Privacy Protection is the data-protection authority for the records. the general meeting chooses to put the limited company into liquidation and the company notifies Bolagsverket.
Bolagsverket records a limited company. Voluntary liquidation and compulsory liquidation are the two routes that office registers.
| Fact | Detail |
|---|---|
| Registry | Bolagsverket. Bolagsverket |
| Regulator | The Swedish Authority for Privacy Protection. Swedish Authority for Privacy Protection |
| Employee notice | Sections 7 and 22 of the Employment Protection Act. Swedish Parliament |
| Records to keep | Chapter 7, section 2, of the Bookkeeping Act. Swedish Parliament |
| Data-protection law | The General Data Protection Regulation. Swedish Authority for Privacy Protection |
How to close a company in Sweden
Voluntary liquidation is used when the general meeting chooses to put the limited company into liquidation and the company notifies Bolagsverket. Bolagsverket or the district court appoints the liquidator, who replaces the board. The company is dissolved when the liquidator presents the final report at a general meeting. The company pays the cost of the liquidation. Compulsory liquidation is used when the limited company does not meet the requirements that apply to a limited company. Bolagsverket, or a general court, then orders the liquidation. The liquidator replaces the board and the managing director. The company is dissolved when that liquidator presents the final report at a general meeting.
Dissolution and liquidation routes
| Route | When it is used | Source |
|---|---|---|
| Voluntary liquidation | the general meeting chooses to put the limited company into liquidation and the company notifies Bolagsverket. Bolagsverket or the district court appoints the liquidator, who replaces the board. The company is dissolved when the liquidator presents the final report at a general meeting. The company pays the cost of the liquidation. | Bolagsverket |
| Compulsory liquidation | the limited company does not meet the requirements that apply to a limited company. Bolagsverket, or a general court, then orders the liquidation. The liquidator replaces the board and the managing director. The company is dissolved when that liquidator presents the final report at a general meeting. | Bolagsverket |
The registry
Bolagsverket. A voluntary liquidation is decided by the general meeting and notified to Bolagsverket. A compulsory liquidation is decided by Bolagsverket or by a general court. In either case Bolagsverket or the court appoints one or more liquidators, who replace the board and any managing director. The limited company is dissolved when the liquidator has presented the final report at a general meeting. The company pays the liquidation, including the liquidator's fee, and the amount depends on the size of the company and the work involved.
Employees: consultation and notice
Sections 7 and 22 of the Employment Protection Act. An employer's notice of termination must rest on objective grounds. Those grounds can be a shortage of work or circumstances that relate to the employee personally. In a shortage-of-work termination the employer follows a seniority order. Before that order is fixed, the employer may exempt at most three employees who are of particular importance to the continuing business, and no further exemption may be made for a termination within three months of the first. Longer total service has priority. If service is equal, higher age has priority. Priority after a move assumes sufficient qualifications for the continuing work.
For staff who worked in a US state, read final paycheck and WARN rules by state.
Data protection when the company closes
The General Data Protection Regulation. The Swedish Authority for Privacy Protection publishes recital 26, which says the data-protection principles apply to all information relating to an identified or identifiable natural person. Pseudonymized data that could be attributed to a person with extra information is still data about an identifiable person. Whether a person is identifiable depends on the means reasonably likely to be used, including cost, time, and the technology available.
The Swedish Authority for Privacy Protection. The Authority publishes the recitals of the General Data Protection Regulation, including the recital that states when information is outside those principles.
The Swedish Authority for Privacy Protection says the GDPR does not apply to information that is truly no longer about an identifiable person. Making personal data reach that state is itself processing, so the GDPR applies to the process, and people have a right to be informed about it. A likely high risk also requires an impact assessment. The Regulation does not prescribe a technique. Replacing data with a code is a security measure, and the result is still personal data because extra information can tie it to a person.
Where the GDPR applies, read GDPR and de-identified records before you treat the filing as a US privacy rule.
Records to keep
Chapter 7, section 2, of the Bookkeeping Act. Accounting information is kept for seven years. The 2024 change leaves that seven-year period in place. The bill records the seven-year rule as the period that still applies after the change. It ends the separate duty to keep the original paper or electronic carrier for part of the period once the information has been transferred to another carrier. A carrier may be destroyed on transfer only when the method does not risk changing or losing the information.
What this means for a data license
You give the data partner the right to use your records, with personal details removed, for AI research. Personal details are removed before anything leaves your company. Customer and staff details are never shared. You approve each system before anything is shared. To train and test AI that helps people do their jobs. Never for marketing, and never sold as contact lists. You keep ownership of your data, and full use of it in your business. You agree not to license the same records to anyone else. You sign an NDA and the licensing agreement, directly with the data partner, not with Vetrix. The partner is a US-based AI data company. We tell you the data partner's name before you sign. Read what is shared and what is removed, and read the license terms, before you decide.
You need at least 30 staff at peak, or 25 if most of your staff are in the US, and at least 2 years of records.
General information only. This is not legal, tax or financial advice.
The registries already read are listed in how to close a company in another country.
The order of work before the filing is how to wind down a company.
A different registry is how to close a company in Germany.
If liquidation is the comparison, read Ireland company liquidation.
Related
- Closing a company by country
Dissolution or liquidation route, registry, employee notice, and data-protection authority by country.
- Winding down
Order of operations to wind down a company, from approval through taxes and dissolution.
- United Kingdom
Companies House is the registry. One route is Voluntary strike-off.
- Australia
ASIC is the registry. One route is Voluntary deregistration.
- Brazil
The state commercial board is the registry. One route is General-meeting dissolution.
- What's shared
Which records can be licensed, which details never leave, and what you approve.
- Systems
What common business tools do to company data after you cancel, including each vendor deletion window.
- Is it legal?
What GDPR, US rules, and bankruptcy law say about licensing company data.
Questions about closing a company in Sweden
How do you close a company in Sweden?
You close a company in Sweden through Voluntary liquidation or Compulsory liquidation. Voluntary liquidation is used when the general meeting chooses to put the limited company into liquidation and the company notifies Bolagsverket. Compulsory liquidation is used when the limited company does not meet the requirements that apply to a limited company. Bolagsverket is the office that takes the filing.
Who appoints the liquidator when a Swedish limited company closes?
Bolagsverket says a voluntary liquidation starts with a general-meeting decision that the company notifies to Bolagsverket. A compulsory liquidation is ordered by Bolagsverket or by a general court when the company does not meet the requirements for a limited company. In either case the liquidator is appointed by Bolagsverket or by the court and replaces the board. The company is dissolved when the liquidator presents the final report at a general meeting. The company pays the cost.
How does the Swedish Employment Protection Act order a shortage-of-work termination?
Section 7 says a termination needs objective grounds, and a shortage of work is one of those grounds. Section 22 then sets a seniority order. The employer may exempt at most three employees who are of particular importance to the continuing business, and cannot make another exemption within three months of the first termination. Longer total service has priority over shorter service. If service is equal, higher age has priority. A person kept after a move needs sufficient qualifications for the continuing work.
When does the Swedish Authority for Privacy Protection say the GDPR still applies to altered data?
The Authority says the GDPR does not apply only when information is truly no longer about an identifiable person. The work of getting there is itself processing, so the GDPR applies to that work and people have a right to be told about it. Replacing data with a code does not reach that point. Extra information can still tie the code to a person, so the result stays personal data and the GDPR still applies to it.
Sources
- Bolagsverket. Liquidation of a limited company.
- Swedish Authority for Privacy Protection. Recitals of the GDPR.
- Swedish Authority for Privacy Protection. We only handle anonymized personal data.
- Swedish Parliament. Employment Protection Act (1982:80).
- Swedish Parliament. Government bill 2023/24:78.