Corporate housekeeping

Every Swedish company must hold an annual general meeting within six months of the end of its financial year, minute what was decided, keep its share register current, and file certain decisions with Bolagsverket. None of this is difficult. It is simply continuous, and it is the part foreign parents most often assume their accountant is handling.

Accountants prepare the annual accounts. The corporate formalities around them, adopting the accounts, resolving on the result, discharging the board from liability, electing directors, are company law decisions and sit outside the accounting engagement. The gap is usually discovered years later.

Why it matters more than it looks

Minutes are the evidence that a decision was validly taken. A bank asked to accept a signature, an auditor signing off, a counterparty checking authority, and above all a buyer running due diligence on your Swedish company will all ask to see them. Gaps in the corporate record are among the most common findings in a Swedish due diligence exercise, and they are tedious and expensive to repair retrospectively, sometimes requiring ratification of decisions taken years earlier.

It costs very little to keep the record clean as you go. It costs a great deal to reconstruct it under time pressure during a transaction.

What the annual fee covers

• Annual general meeting: notice or waiver, agenda, minutes and resolutions
• Board minutes for ordinary decisions through the year
• Maintaining the share register
• Keeping the beneficial ownership entry current
• Monitoring statutory deadlines and telling you before they fall due
• Answering routine company law questions as they arise

Filings with Bolagsverket arising from a decision, such as a change of board, managing director, company name, registered office or articles of association, are charged separately at a fixed fee per filing. Extraordinary general meetings are charged separately.

Wholly owned companies, and everything else

The fixed fee applies to companies with a single shareholder. Where one person or entity holds all the shares, decisions are uncontested, notice can usually be waived, and the annual cycle is predictable enough to price in advance.

With more than one shareholder it is not. Notice periods become mandatory, a shareholders' agreement may govern what can be decided and by what majority, minority protections apply, and a decision that is routine in a wholly owned company can become a negotiation. Work for companies with several shareholders is therefore carried out on a time basis, quoted before we begin.

Beyond the routine

Corporate housekeeping covers decisions that recur. It does not cover decisions that change the company: share issues, investment rounds, warrant and option programmes, shareholders' agreements, capital increases and reductions, restructurings and transactions.

Those are handled by the lawyers at Ascend Law, on a time basis. It is the same team, so the company law work builds on records we already maintain rather than starting with a data request.