International Business Law

Legal Solutions for Business Across Borders

Our International Business Law practice supports companies and investors whose commercial relationships extend beyond a single legal system. We advise on cross-border contracts, entry into the Swedish market, agency and distribution arrangements, joint ventures and foreign investment, with particular attention to the questions that international transactions raise and domestic ones do not: which law governs, which court or tribunal will decide a dispute, and how a judgment or an award can be enforced where the counterparty’s assets are. From our base in Sweden we help clients structure their commercial arrangements clearly, allocate risk deliberately and, where a matter turns on another country’s law, coordinate that part with appropriately qualified local counsel.

Updated 22 October 2026

Our Expertise

An international commercial relationship is usually built from ordinary components: a supply of goods, a service, an agency, an investment or a shared venture. What makes it different is that each component can be governed by a different legal system, interpreted by a different court and enforced in a different place. Our work is to make those choices visible before the parties sign, so that they are made deliberately and not by default.

We advise foreign businesses establishing or expanding a presence in Sweden, Swedish companies selling, sourcing or investing abroad, and international investors who acquire or fund Swedish businesses. We work with owner-managed companies as readily as with larger groups. We take the commercial purpose of the transaction as our starting point, and we shape the legal structure around it.

We approach cross-border work from Sweden, with Swedish law and the European instruments that apply alongside it as our primary frame. Where the decisive rule belongs to another jurisdiction, we say so plainly and consider with the client how that part of the matter is best handled, including the involvement of local counsel. Our task is to keep the whole transaction coherent, whichever laws it touches.

How We Can Assist

We support international clients from the first commercial discussion to the performance and, where necessary, the enforcement of the resulting contracts.

Cross-border commercial transactions

We advise on the structure and documentation of transactions in which the parties, the goods or services, or the place of performance are in different countries. This includes the allocation of delivery and payment risk, the use of standard trade terms, security for payment, and the way regulatory and tax considerations affect the contract’s design.

International contract negotiation

International negotiations often bring together different legal cultures and drafting conventions. We prepare and negotiate contracts so that the parties’ expectations are expressed in terms that will bear the same meaning in the legal system that ultimately applies, and we explain the effect of key provisions to the client in plain commercial language.

Market entry and business establishment

A company entering Sweden can contract from abroad, appoint a local agent or distributor, register a branch or form a Swedish subsidiary. Each route carries different consequences for liability, authority, registration and reporting. We help clients choose between them and carry out the legal steps, including company formation, registration with Bolagsverket and the preparation of initial commercial documents.

Agency, distribution and supply agreements

Selling through intermediaries and long-term supply relationships call for contracts that deal with exclusivity, territory, minimum performance, intellectual property, termination and compensation on exit. We draft and negotiate these agreements and advise on the mandatory rules that may apply to commercial agents under Swedish and EU law.

International joint ventures

A joint venture brings together partners with different objectives and often different legal systems. We advise on the choice of vehicle, the governance arrangements, funding obligations, deadlock mechanisms, restrictions on transfers and the exit provisions that the partners will need if their interests diverge.

Foreign investment

We advise international investors on acquiring, funding or taking an interest in a Swedish business, including structuring, due diligence and the regulatory dimension of the transaction. Where the target conducts activities that Swedish law treats as protection-worthy, we consider whether notification under the foreign-investment screening rules is required before the investment is made.

Governing law and jurisdiction

A choice of law and a choice of forum are separate decisions with separate consequences. We advise on the options available to the parties, on the interaction between applicable EU rules and the parties’ choices, and on whether litigation or arbitration is the better route for the relationship in question.

Cross-border contractual risk

We review existing and proposed contracts for exposure that is specific to international dealings: ambiguous governing-law clauses, uncertain enforcement, currency and payment risk, sanctions and export-control provisions, and the practical difficulty of pursuing a claim abroad. We then recommend changes that reduce the risk without making the contract commercially unworkable.

Swedish and International Legal Considerations

International business law is a layering of national rules and international instruments. These are the main layers we work with.

Law applicable to the contract

Within the European Union, Regulation (EC) No 593/2008 (Rome I) generally allows the parties to choose the law governing a contract. Where they have not chosen, it supplies default rules; for example, a contract for the sale of goods is in principle governed by the law of the country where the seller has its habitual residence. Non-contractual obligations are governed by Regulation (EC) No 864/2007 (Rome II).

Jurisdiction and judgments

Regulation (EU) No 1215/2012 (Brussels I recast) determines which Member State courts have jurisdiction in civil and commercial matters and provides for the recognition and enforcement of judgments between Member States. It does not apply to arbitration, and its effect on disputes with parties outside the EU depends on the circumstances.

International sale of goods

The UN Convention on Contracts for the International Sale of Goods (CISG), to which Sweden is a party, applies to many cross-border sales of goods between parties in contracting states unless the parties exclude it. Whether to exclude it, and what to put in its place, is a decision that should be made deliberately.

Commercial agency and branches

Commercial agency in Sweden is regulated by the Commercial Agency Act (lag (1991:351) om handelsagentur), which contains mandatory protections for agents. A foreign company that carries on business in Sweden through a branch must register the branch with Bolagsverket under the rules on foreign branches (lag (1992:160) om utländska filialer m.m.).

Foreign investment screening

Under the Screening of Foreign Direct Investments Act (lag (2023:560) om granskning av utländska direktinvesteringar), an investor who intends to invest in protection-worthy activities in Sweden must notify the Inspectorate of Strategic Products before the investment is implemented where the Act’s thresholds or other conditions are met.

Sanctions and trade controls

EU restrictive measures apply directly in Sweden and can affect who a company may contract with, what it may supply and how payment may be made. Sanctions screening is therefore part of responsible contracting in many cross-border relationships.

Our Approach

Each international matter has its own geography. We begin by drawing the map.

Container terminal and quay cranes seen from above.

01

Mapping the transaction

We identify the parties, where each is established, where performance will take place, how payment will flow and which assets or counterparties would be affected if something goes wrong.
02

Identifying the governing rules

We determine which national laws, EU instruments and international conventions are likely to apply, and where the parties’ own choices will or will not be respected.
03

Checking the regulatory touchpoints

We consider approvals, notifications, registration requirements and sanctions or export-control issues that could affect the structure or the timetable.
04

Allocating risk in the contract

We prepare and negotiate terms on governing law, forum, payment security, performance, liability and termination so that the allocation of risk reflects the commercial deal.
05

Coordinating with local counsel where required

Where a decisive issue arises under another country’s law, we consider with the client how local advice is best obtained, and we integrate it into a single, consistent set of documents.

Frequently Asked Questions

Can a foreign company do business in Sweden without setting up a Swedish company?

Yes. A foreign company may sell into Sweden, use a local agent or distributor, or contract directly with Swedish customers. If it carries on business through a fixed place of business in Sweden, branch registration and other obligations may follow, and tax and employment consequences should be considered. We help clients compare the options before they commit to one.

Which law will apply to my international contract?

Generally the law the parties choose, provided the choice is valid. Where the parties have not chosen, EU rules supply default connecting factors; for a sale of goods this is typically the law of the seller’s habitual residence, and for a distribution contract the law of the distributor’s. Mandatory rules of other laws can still apply regardless of the choice, which is why the whole structure of the contract should be reviewed.

Will a Swedish court judgment be enforced abroad?

Within the EU, judgments are in principle recognised and enforced under Brussels I recast. Outside the EU the position depends on the treaties and national law of the country concerned, and may be uncertain. For that reason many cross-border contracts provide for arbitration, because arbitral awards are widely enforceable under the New York Convention. We advise on the better choice for each relationship.

When must a foreign investor notify an investment in a Swedish company?

Under the Swedish foreign-investment screening rules, an investor must notify the Inspectorate of Strategic Products before investing in protection-worthy activities where, for example, the investment would give it voting rights reaching certain thresholds, starting at 10 per cent, or influence over the management of the business. Whether a business conducts protection-worthy activities is a question to be examined at an early stage of the transaction.

How do you work with lawyers in other countries?

Where part of a matter depends on another country’s law, we discuss with the client who should advise on that part, and we coordinate with that counsel so that the Swedish and foreign elements of the documents fit together. The client decides which local counsel to instruct, and we work with that counsel on the documents.

What is the difference between an agent and a distributor?

An agent negotiates or concludes contracts on behalf of a principal, who remains the seller. A distributor buys goods and resells them in its own name. Swedish law regulates commercial agency by statute, including protection for the agent on termination in certain circumstances, whereas the relationship with a distributor is governed primarily by the contract. The label the parties use is not decisive; the substance of the arrangement is.

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.