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Open a SPV in Sweden

Open a SPV in Sweden

special purpose vehicle (SPV) is a legal entity incorporated with a certain objective, most commonly to allow another foreign entity to better manage risks or protect its assets. To open a SPV in Sweden, a local or foreign investor or entity will need to follow the general rules and steps for company creation.

Our team specializing in company formation in Sweden is able to assist investors throughout the incorporation of a special purpose vehicle, as well as with the mandatory post-registration steps.

Special purpose vehicles: a brief overview

A special purpose vehicle is a legal entity, usually structured as a company, used for a certain purpose (a specific one, as its name suggests). Companies that are considering their option to open a SPV in Sweden can structure it for purposes such as asset management and securitization, fundraising or capital allocation.

Transferring assets to a SPV in Sweden can be a suitable business choice, when this vehicle is set up for a particular project and the corporation that uses it has made its use part of its overall business strategy. Whether it will be used for funding projects or risk management, in order to open a SPV company in Sweden, the interested parties will need to follow the company incorporation steps.

General requirements for SPV incorporation in Sweden

The registration of a new business is contingent upon meeting the requirements set forth in the Swedish Companies Act. Investors who wish to open a company in Sweden and use it as a special purpose vehicle can keep in mind the following key requirements for incorporation:

  1. Choose the business form: a SPV can be structured as a company or as a partnership, in some cases;
  2. Select the company name: when opening a limited company, the founders need to choose and reserve an available business name;
  3. Prepare the incorporation documents: these are the Memorandum and the Articles of Association; for investors who open a SPV company in Sweden, the constitutive documents can specify its particular purpose;
  4. Pay the minimum capital: for a private limited company this is SEK 25,000; proof of this payment is provided via a bank certificate;
  5. Register the new company: a limited company is registered with the Swedish Companies Registration Office.

In addition to the mandatory registration steps, special licenses may be required for the SPV. Our team also reminds investors of the main types of taxes applicable in the country, which are also relevant for those considering their option to open a SPV in Sweden:

  • – Corporate income tax: imposed at a rate of 20.6% – no alternative minimum tax applies;
  • – VAT: with a standard rate of 25%, and reduced rates of 6%, 12%, and 0% in some cases; once they open a SPV in Sweden, the founders will need to register for VAT depending on the types of goods and services they will be offering;
  • – Social security contributions: while there is no payroll in Sweden in place as a standalone tax, employers need to make social security contributions for their employees, and these usually have a value of 31.42% (they can be lower, depending on the age of the employee);
  • – Other taxes: these include a real property tax for companies that own real property, as well as stamp duty in some cases.

Sweden has signed more than 100 double tax treaties, and our team can provide you with additional information on how these can apply in the case of a foreign company that uses a SPV in Sweden.

In addition to assisting local and foreign entrepreneurs with the steps needed to set up a company in Sweden, our team can also provide solutions related to accounting, and special permits and licenses applications, and more.

If you want to know more about how to open a SPV company in Sweden, please contact us.