Corporate & Commercial Law

Legal Counsel for Business, Commerce and Corporate Growth

Our Corporate and Commercial Law practice addresses the legal requirements and commercial relationships involved in establishing, operating and developing businesses. We advise founders, owners, boards and management teams on corporate structures, contractual arrangements, governance matters and commercial transactions, taking account of the legal obligations and business objectives relevant to each matter. Whether a client is forming a Swedish company, agreeing terms with a supplier or customer, bringing in an investor or reorganising a group, we aim to give advice that is precise on the law and practical about its commercial consequences. We work from Sweden, and we consider how Swedish rules meet the expectations of international owners, investors and counterparties.

Updated 22 October 2026

Our Expertise

Companies rarely face a purely legal or purely commercial question. A shareholder arrangement shapes control and exit; a supply contract allocates risks that the finance team has already priced; a board decision may carry personal responsibility for the directors who take it. Our role is to connect those layers, so that the structure a client adopts and the documents it signs reflect what the business actually intends to do.

We advise entrepreneurs and family-owned businesses, start-ups and technology companies, established Swedish enterprises, foreign groups with a Swedish subsidiary or branch, and investors who hold or are acquiring an interest in a Swedish company. Each of them comes with a different starting point, but the questions are similar: who controls the company, who may bind it, what has been promised, and what happens if the relationship changes.

Swedish company law contains many mandatory rules, particularly on capital, decision-making and the responsibilities of the board. Commercial contracts, by contrast, leave the parties considerable freedom, which makes careful drafting the principal protection. We give equal attention to both: the statutory framework that applies whether or not the parties have addressed it, and the contractual terms through which they allocate price, performance, liability and termination.

Glass office towers seen from street level.

How We Can Assist

Our corporate and commercial work covers the life of a business, from its first structure to a sale or reorganisation.

Company formation and corporate structuring

We assist in selecting and establishing the right vehicle, most commonly a Swedish private limited company (aktiebolag), and in preparing the articles of association, the share capital arrangements and the initial board and signatory appointments. For international clients we also consider whether a subsidiary, a registered branch or a purely contractual presence is the more suitable way to operate in Sweden, and how a holding structure affects control and reporting.

Corporate governance and directors’ duties

We advise boards, managing directors and owners on how responsibility is divided between the general meeting, the board and the managing director, and on the duties that the Swedish Companies Act places on those who manage a company. Our advice covers board procedure and minutes, authority to sign, conflicts of interest, limits on distributions to shareholders, and the steps a board should take when the company’s financial position weakens.

Shareholder agreements

A shareholders’ agreement records what the articles of association do not or cannot: how owners take decisions together, how new capital is raised, what happens when an owner wishes to leave or the owners disagree, and how value is shared on an exit. We draft and negotiate these agreements, advise on how they fit with the articles and the Companies Act, and consider with the client what remedies will realistically be available if the agreement is breached.

Commercial contracts

We prepare, review and negotiate commercial agreements, including supply and services contracts, agency and distribution arrangements, licensing and framework agreements, and standard terms of business. Our attention goes to the provisions that decide outcomes when something goes wrong: scope and specification, price and payment, delay, warranties, limitation of liability, termination and the way disputes are to be resolved.

Mergers and acquisitions

We advise on the acquisition and sale of companies and businesses, whether by share purchase or by transfer of assets. Our work includes structuring the transaction, legal due diligence, negotiation of the purchase agreement with its warranties and indemnities, completion mechanics, and the interaction of the transaction with employment, property, financing and, where relevant, competition and foreign-investment rules.

Corporate restructuring

Owners reorganise to separate businesses, consolidate subsidiaries, prepare a sale or admit new investors. We advise on mergers, demergers, intra-group transfers, share issues and reductions of capital, and on the corporate approvals, creditor protections and registrations that each step requires. Where a company is in financial difficulty, we consider with the client the options that Swedish law provides, including reorganisation.

Commercial compliance and risk management

We help businesses identify the legal obligations that attach to the way they operate and contract, and put proportionate controls around them. Depending on the business, this can include anti-money-laundering and beneficial-ownership requirements, data-protection obligations under the GDPR, internal reporting channels for larger employers, and the allocation of contractual risk in supplier and customer relationships.

Swedish and International Legal Considerations

Swedish corporate law is codified and largely accessible to non-lawyers once its structure is understood. These are the principal rules that frame our work.

Official legal sources

The Companies Act (aktiebolagslagen (2005:551))

The Companies Act governs the formation, capital, management and dissolution of Swedish limited companies. A private limited company requires share capital of at least SEK 25,000, a board of one or more members (with a deputy where the board has fewer than three) and registration with Bolagsverket, the Swedish Companies Registration Office. At least half of the board members, and any managing director, must reside in the European Economic Area unless an exemption is granted.

Contract law

Swedish contract law rests on freedom of contract. The Contracts Act (lagen (1915:218) om avtal och andra rättshandlingar på förmögenhetsrättens område) governs how agreements are formed, how a person is bound and when an agreement may be set aside, and the Sale of Goods Act (köplagen (1990:931)) governs commercial sales of goods. Many of these rules apply only where the parties have not agreed otherwise, which is why the drafting of the contract matters.

Responsibility of the board

Under the Companies Act the board is responsible for the organisation of the company and the management of its affairs. A director who intentionally or negligently causes the company loss in the course of the assignment may be liable in damages. Distributions to shareholders are restricted by the Act, and a board that has reason to believe that the company’s equity has fallen below half of its registered share capital must prepare a control balance sheet and follow the steps the Act prescribes.

Cross-border contracts

Where a contract has an international element, Regulation (EC) No 593/2008 (Rome I) determines the law applicable to most contractual obligations in the European Union, and Regulation (EU) No 1215/2012 (Brussels I recast) determines which courts have jurisdiction and how judgments are recognised between Member States. These instruments often settle questions that the contract itself does not address.

Competition and foreign investment

Mergers and acquisitions that meet the statutory turnover thresholds must be notified to the Swedish Competition Authority under the Competition Act (konkurrenslagen (2008:579)) and may not be completed before clearance. Investments in activities that Swedish law treats as protection-worthy may also require notification to the Inspectorate of Strategic Products under the Screening of Foreign Direct Investments Act (lag (2023:560) om granskning av utländska direktinvesteringar).

Our Approach

Corporate and commercial matters are decided by records and documents. We begin there.

01

Understanding the business and the objective

We start with what the client is trying to achieve, who the parties are and what has already been agreed or signed, so that our advice responds to the commercial purpose and not only to the legal question as first framed.
02

Reviewing the corporate record

We review the registered information, the articles of association, board and shareholder resolutions, existing agreements and any financing documents, to establish who has authority to act and which restrictions apply.
03

Identifying legal and commercial risk

We set out the points on which the documents or the law create exposure, ordered by their practical consequence, so that attention and negotiating effort go where they are needed.
04

Preparing and negotiating the documents

We draft, or review and mark up, the agreements and corporate resolutions required, and negotiate them with the counterparty and its advisers, explaining the commercial effect of each point we raise.
05

Completion and follow-through

We assist the client in completing the transaction or corporate step, including registration with Bolagsverket and the housekeeping that keeps the company’s records consistent with what has been agreed.

Frequently Asked Questions

What type of company is most suitable for a business in Sweden?

Most businesses that operate through a company choose a private limited company (aktiebolag). It limits the owners’ liability to the capital they have invested, requires share capital of at least SEK 25,000 and is registered with Bolagsverket. Other forms, such as trading partnerships, suit particular situations. We advise on the choice by reference to liability, financing plans and the owners’ longer-term intentions. Tax consequences should be confirmed with a qualified tax adviser.

Can a foreign company or a non-resident own and run a Swedish company?

Yes. There is no general nationality restriction on owning shares in a Swedish limited company. Residence rules apply to some roles, however: at least half of the board members, and the managing director if one is appointed, must reside in the EEA unless Bolagsverket grants an exemption, and a company with no resident representative may need to appoint a person in Sweden to receive service. We help international clients plan these appointments before registration.

Do we need a shareholders’ agreement if we already have articles of association?

Often, yes. The articles of association are the company’s constitutional document and are publicly available; they cannot conveniently address every arrangement between owners. A shareholders’ agreement is a private contract that can deal with exit rights, consent requirements and deadlock. Because it binds only those who sign it, we also consider how its terms fit with the articles and whether any of them should be reflected there.

What are the main responsibilities of a company director in Sweden?

Under the Swedish Companies Act the board is responsible for the company’s organisation and for the management of its affairs, including ensuring that accounting and financial control are adequate. Directors may be liable in damages if they cause the company loss intentionally or through negligence, and in certain circumstances, for example where a board fails to act when the company’s equity has fallen below the statutory limit, personal liability for the company’s debts may arise.

How do you assist with the acquisition of a company?

We advise on the structure of the transaction, carry out or coordinate the legal due diligence, negotiate the purchase agreement and prepare the completion documents. Because an acquisition often raises questions of employment, property, financing and regulatory approval, we identify those points at the outset so that the timetable and the price take them into account.

What should a commercial contract with a supplier or customer address?

At a minimum, a contract should identify the parties and what is to be delivered, and set out the price and payment terms, delivery and acceptance, remedies for delay or defect, limits of liability, duration and termination rights, the governing law and the forum for disputes. Where one party relies on its standard terms, the question whether those terms have been validly incorporated and are enforceable should also be examined.

The information provided here is general in nature and is not legal advice. It does not consider any particular document or circumstance. Swedish and EU rules change, and official texts should be read in the version in force.