The Board of Directors (“BoD”) is the only mandatory governing body of a Swedish private Limited Liability Company (“LLC”) according to the Swedish Limited Liability Companies Act. The Managing Director (“MD”) is generally optional in private LLCs.

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Division of Duties: The BoD has a general competence to take care of all matters related to the administration of the Company, unless such duties have been specifically asigned to the General Meeting (“GM”) or the MD. The BoD is responsible for the administration of the Company and the appropriate organization of its operations. The BoD is also responsible for organizing the appropriate supervision of the Company accounts and finances. If the Company shall appoint an MD, he/she is appointed by the BoD. In addition, duties of the BoD includes e.g. to represent the Company in all matters within the Company’s line of business, make decisions of unusual nature or major importance and to convene the GM.

Composition: The number of ordinary and deputy BoD members, or the maximum and/or minimum number of members is set out in the Articles of Association (“AoA”). A private LLC can elect less than 3, but at least 1 BoD member. At least half of the BoD members must have his/her place of residence in the European Economic Area, unless the Swedish Companies Registration Office (in Swedish: “Bolagsverket”) grants an exemption. If there is more than 1 ordinary BoD member, a Chairman of the BoD shall be elected. All BoD members must be physical persons.

Appointment/Dismissal Competence: The BoD members are appointed and dismissed by the GM of the Company by a simple majority of votes. The BoD members may be dismissed by the GM or may resign at any time. The term of a BoD member shall end at the time of conclusion of the annual GM following the appointment, but BoD members can be re-elected 1 or several times.

Alternates: In private LLCs if there are less than 3 ordinary members, there shall be at least 1 deputy BoD member. A deputy BoD member will replace the ordinary BoD member if the ordinary member is prevented to participate in the BoD Meeting.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Sweden on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Advokatfirman Lindahl before actually changing any board members in Sweden.