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Managing Director

The Managing Director (“MD”) is mandatory in a Swedish public Limited Liability Company (“LLC”) according to the Swedish Limited Liability Companies Act.

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Division of Duties: If the MD is appointed, his/her competence is subordinate to that of the Board of Directors (“BoD”). The MD is responsible for the day-to-day management of the Company in accordance with the instructions and orders given by the BoD. In addition, the MD has a duty to procure that the accounts of the Company are in compliance with law and the management of the assets has been arranged in a reliable manner. The MD may only undertake unusual or extensive measures in view of the scope and nature of the activities of the Company, if the MD is authorized by the BoD or if it is not possible to await a decision by the BoD without causing significant harm to the Company. The MD is also authorized to represent the Company in matters pertaining to the MD’s general competence. Duties of the MD vests in the BoD, in the event no MD has been appointed.

Composition: According to the Swedish Limited Liability Companies Act, the Company may appoint only 1 MD.  The MD must be a physical person and have his/her place of residence in the European Economic Area, unless the Swedish Companies Registration Office (in Swedish: “Bolagsverket”) grants an exemption.

Appointment/Dismissal Competence: The MD is appointed by the BoD and dismissed by the BoD. The MD may resign from the position at any time. The resignation shall take effect at the earliest upon notification to the BoD.

Alternates: The BoD may appoint 1 deputy MD (in Swedish: “vice verkställande direktör”). The deputy MD will act as the MD when the MD is prevented from meeting the duties. The BoD defines when the MD is prevented and accordingly, when the deputy MD will act as the MD.

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.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

No.

No specific deadlines, however, no decision shall be made, unless all BoD members have been given the opportunity, as far as possible, to participate.

No.

No.

Yes, if all BoD members consent.
2

BoD Meeting.

Minutes of BoD Meeting.

Yes, to be signed by the Chairman of the BoD, and, if there are several BoD members, at least by 1 other member designated by the BoD.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

No.

No.

No, however, a BoD Meeting may also be held by telephone or without convening a separate meeting (by way of a written Resolution).

The appointment of the MD will be effective immediately or from the date decided by the BoD.
3

Filing with the Swedish Companies Registration Office.

(i) Application in written form;

(ii) Copy of Minutes of BoD Meeting/ written Resolution.

Yes, application to be signed by the MD or any BoD member.

Filing without undue delay.

Yes, application form to be filed in original and Minutes/written Resolution to be filed in certified copy.

No.

No.

Information needed in respect of new MD; (i) non-Swedish citizens: PDF copy of passport and home address, (ii) Swedish citizens: personal identity number (in Swedish: “personnummer”).
1
Step 1
No specific requirements*
2
Step 2
0 days
3
Step 3
Without undue delay

Reasonable time + without undue delay

*Within reasonable time for all BoD members to participate.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

No.

No specific deadlines, however, no decision shall be made, unless all BoD members have been given the opportunity, as far as possible, to participate.

No.

No.

Yes, if all BoD members consent.
2

BoD Meeting.

Minutes of BoD Meeting.

Yes, to be signed by the Chairman of the BoD, and, if there are several BoD members, at least by 1 other member designated by the BoD.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

No.

No.

No, however, a BoD Meeting may also be held by telephone or without convening a separate meeting (by way of a written Resolution).

The dismissal shall take effect immediately, unless the BoD decides on a later point in time.
3

Filing with the Swedish Companies Registration Office.

(i) Application in written form;

(ii) Copy of Minutes of BoD Meeting/ written Resolution.

Yes, application to be signed by the MD or any BoD member.

Filing without undue delay.

Yes, application form to be filed in original and Minutes/written Resolution to be filed in certified copy.

No.

No.
1
Step 1
No specific requirements*
2
Step 2
0 days
3
Step 3
Without undue delay

Reasonable time + without undue delay

*Within reasonable time for all BoD members to participate.
Download/print Checklist Fee quote
Fee quote

Advokatfirman Lindahl has provided all input about changing board members in Sweden [...]

Advokatfirman Lindahl is one of Sweden’s largest law firms with extensive and broad transactional experience, including mergers and acquisitions, banking and finance, capital markets, and real estate. Lindahl also has cutting-edge competences in intellectual property, life sciences, technology, telecommunications and dispute resolution. Lindahl has approximately 400 employees, of which two thirds are lawyers.

For more information about Advokatfirman Lindahl and changing board members in Sweden, please use the below contacts:

TEL: +46 766 170 890
EMAIL: carl-olof.bouveng@lindahl.se
WEB: www.lindahl.se