Sweden Officer Changes: How to stay compliant

Making changes to your company’s board in Sweden involves more than internal approvals. It requires strict documentation, specific filings, and a clear understanding of the rules set out by the Swedish Companies Act.

This guide walks you through how to appoint, remove, or resign a director while maintaining compliance and avoiding unnecessary risks.

Who can appoint a director?

In Sweden, shareholders at a general meeting appoint board members. Public companies must appoint at least half the board through this method. The company’s Articles of Association may allow others, like lenders or partners, to appoint directors too. However, the law prohibits the board or an individual director from making these appointments.

To finalise an appointment, the company must register it with the Swedish Companies Registration Office (SCRO). The appointment only takes effect once the SCRO receives the notification, or on a later date stated in the decision.

What are the residency rules for directors?

At least half of the ordinary board members, deputies, and the managing director (if there is one) must live within the European Economic Area (EEA). These thresholds apply separately to each group.

If your company can’t meet the requirement, you’ll need to submit an application for exemption. The exemption form must be signed in wet ink and filed with supporting documents. Late submissions can result in the SCRO closing the matter. While it’s possible to request an extension, the authorities will only grant it if the reason is clearly justified.

What are the fiduciary duties and legal risks for directors?

Swedish law places clear responsibilities on directors. They must act in good faith, ensure proper accounting, and avoid negligence. Directors who breach their duties may face personal liability, even after resignation. The company can claim damages, seek recovery of misused property, or request injunctions in serious cases.

Who appoints and removes the Managing director?

The board of directors appoints the Managing director, but private companies aren’t required to have one. If you do appoint a managing director, you must register them with the SCRO using the same documentation process.

Only the board can formally remove a managing director. However, shareholders can instruct the board to do so, and in practice, the board will follow that instruction. Once the removal is decided, the company must file the resolution and complete the formal SCRO notification.

How can a director resign?

Directors may resign at any time by sending a written notice to the board. The resignation becomes effective once the SCRO receives the resignation form. The same procedure applies to managing directors.

How do you remove a director?

The person or group that appointed a director must also remove them. Typically, this means a shareholders’ meeting must pass a resolution and file it with the SCRO. The removal becomes effective on the date SCRO receives the notice, unless the resolution specifies a later date.

Employee representatives follow a different process. Only the appointing trade union can remove them, not the shareholders.

What documents do you need to prepare?

To complete the process, prepare the following:

The director’s written consent (if applicable)
Shareholder minutes or a written resolution
SCRO filing form
Passport copy, if the director is not in the Swedish population register
An exemption form, if EEA residency rules are not met

If the new appointment affects voting rights or board structure, you may also need to amend the Articles of Association. That’s often the case when changing the number of directors or altering term lengths.

What are the filing requirements?

To report the officer change, your company must submit:

The SCRO filing form
A verified copy of the meeting minutes or resolution
A certified passport copy if required
An exemption application, if needed

You can submit filings online or in paper form. Filing online is usually faster and more efficient, especially for companies with BankID access. However, many still use paper filings through third-party service providers.

Do you need to update the UBO registration?

If the director being replaced is also a beneficial owner, the company must update its UBO registration. This must happen within four weeks using the online portal. The authorised signatory must file the update using Swedish e-identification, and the filing costs SEK 250.

What’s next?

Klea offers tailored solutions to streamline compliance and empower your business. Book a demo today and unlock smarter corporate governance.

For more insights into processes in other jurisdictions, explore our article, Unlock AGM Success in Singapore: What You Need to Know.

Legal Disclaimer

The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.

For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalized guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.

Discover

About

A strategic guide for navigating legal entity compliance in 2025 and beyond