A freelancers guide to starting an aktiebolag
So you’ve decided to become a freelancer! Yey!
It’s an awesome way to make a living, with a lot of flexibility and freedom.
In this tutorial I'll guide you through the steps from start to a finished, running Aktiebolag. Just scroll down to get started or press the links below.
But first, why did I make this tutorial? I found that a lot of information out there was either overly complicated for setting up a simple company, or structured in a way which did not correspond to my actual experience of the process. The fact that its written in English I hope may be of use for someone who's first language is not Swedish.
If you find any errors in this text, please feel free to email me so I can correct it. Thank you!
#1 ab vs enskild firma
When forming your company you have two options open to you (neglecting "weird" company forms such as Handelsbolag, etc). The two options are Enskild firma and Aktiebolag.
Enskild firma
Pro:
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Quick and easy to start
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Free to start
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Your organization number == your personal number, so it's easy to remember.
Con:
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If the company goes bad, you are personally responsible.
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Less advantageous if your revenue exceeds a certain amount.
aktiebolag
Pro:
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Way more advantageous from a tax vantagepoint if your revenue exceeds a certain amount. I.e. you'll make more money.
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You and the company are legally two separate entities, which means that if the company where to go bankrupt or get sued, you are not personally liable.
Con:
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Need a starting capital of 25000kr + registration fee.
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Slightly more paperwork to start, but you've got this tutorial, right?
I'll go into further detail about the tax stuff later on in this tutorial. But basically it boils down to if your company have revenues that exceeds the limit for the higher taxation level (brytpunkt för statlig inkomstskatt) it is more advantageous to receive part of your income as dividends instead of monthly income (lön). The limit is at the time of writing 523 200 kronor.
Another common question is why do I need stocks in my company? The company only have one employee, who is me. Aktiebolag literally means stock company and is the most common form of company in Sweden. It is used for everything from self employed people like yourself to huge companies with thousands of employees. For your company you will own 100% of the shares. More on this later.
#3 business banking
Why do I even need a business account?
You strictly dont need to have a separate bank account for your business, people have started Aktiebolag without one. But there are several advantages to having a business account which includes:
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You keep your business and company expences seperated. This is very important for the second point.
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You are not allowed to spend the company money as a private person, by law. Using the same account, it can be harder to prove in an audit that this has not been the case.
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You'll get bankgiro number which is very handy for when sending out invoices.
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You'll get a debit card that is connected to your business account, which is very handy when you want to purchase something for your business.
Ok I'm sold. How much does a corporate account cost?
Many of the larger banks have a package that typically includes:
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A bank account (rörelsekonto), used for transfers to and from the account.
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A bankgiro number. This is what you'll put on your invoices to get paid (very important in starting a sustainable business).
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A corporate card connected to the rörelsekonto.
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A secondary account (placeringskonto), which you can use as a buffer.
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Internet and app banking.
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Sales calls from bank staff trying to get you to sign up to their overpriced funds.
The prices I've seen have all been around 1200 kr/year, or 100 kr/month.
Another attractive alternative is combining your accounting and banking service into one, such as Bokio that has partnered with Handelsbanken to provide an easier integration of keeping your accounting linked to your bank statements.
It's worth noting that some banks have a cheaper banking package option, such as SEB:s Enkla firman however, that is only open for Enskild firma, not an Aktiebolag.
Source: driva-eget.se
#2 stock capital
As you probably know you need 25000kr in stocks capital (Aktiekapital) to start your business. Technically this amount is used to purchase the initial stocks in your company. You can start out with a larger capital if you want to, but there are no clear advantages as I see it.
As soon as your company is started you can spend the money on what every you want.
Popular things to spend your initial capital on includes:
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Purchasing a laptop and phone (possibly from your former employer)
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Purchasing a domain for your website
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Paying of your dept to the Russian Maffia (consult your local tax expert how to do this most efficiant).
#4 Business idea
Even though it may seem trivial, it is really important that you spend some time formulating how your business will make (and spend) money.
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What market are you targeting?
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In what geographical area are the main part of your potential client base based?
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Will you be doing something besides consulting? Examples of this includes product development, arranging courses, commercial photography.
Spend some time formulating a nice onliner of that summarizes what your business will do. For example:
Företagets affärside är att bedriva konsultverksamhet inom mjukvaruutveckling och projektledning samt utveckla egna produkter inom konsumentelektronik.
#5 company name
Now to the fun part. Counter to an Enskild firma, an Aktiebolag needs to have a name. Which is good. Since its fun.
A very common pattern I've seen when choosing a company name for a freelance / consulting business is:
FIRSTNAME LASTNAME CONSULTING AB
This is actually a pretty good company name, since it sums up your business in one sentence.
However you are of course free to choose whatever you want.
If you want to have other activities or projects in your company, for instance product development, you may also want to choose a company name that also reflects that. My company name is Theodor Sjostedt Engineering AB, since I really wanted to emphasise the engineering bit.
Your company name may be refused if its too close to an existing company. For instance my first name Sjostedt Engineering AB was rejected becouse it was apparently too close to a company called "Sjostedt Holding". ¯\_(ツ)_/¯
Bottom line. Is a company name important for your clients? Probably not. Even if your company is called "Dont hire me AB" you'll still get tons of work if you are awesome at what you do.
#6 company description
When forming your company you'll be asked a few times what your company is supposed to do. You can absolutely provide a short and non sense description, but as explained below it might be wise to give it some more thought.
First of all what will be the main activity of your company? It may be a wise idea to look up the SNI code for your particular field, since you will need that later anyway. That way you can use that description right off the bat. For instance the SNI code I've chosen to most accurately describe what my company does is 62.020 Datakonsultverksamhet and 74.101 Industri- och produktdesignverksamhet.
With a bit of legalese sounding Swedish this becomes:
Verksamheten för bolaget skall vara att tillhandahålla konsulttjänster inom IT-området, samt industri- och produktdesignverksamhet.
How ever, you may want to add that your company will also own stocks in other companies as well as owning property. Hold on, you may ask, why would my company own stocks or property?
Just as is the case for a private individual, investing money in stocks instead of just keeping the money in an account usually gives better returns. The same goes for properties, you may in the future chose to invest in a property instead of having a lot of money on an account. Just because it's in your company description does not mean you need to start doing it. Reversed however, if you would want to do this later it might be trickier.
So with this information, our complete company description becomes:
Verksamheten för bolaget skall vara att tillhandahålla konsulttjänster inom IT-området, samt industri- och produktdesignverksamhet. Härutöver skall bolaget äga och förvalta aktier och andra värdepapper, äga och förvalta fastigheter samt utföra förenlig verksamhet.
You may run into a situation where your company description is denied, because its not specific enough. In that case its quickest and easiest to call the person administering your case, to get some hints how you can make the description more on point.
#7 shares
This is a quick one. Assuming that you want to own 100% of the company yourself, this is what you will do. When specifying how many shares the company will have at its formation, the number does not really matter. However for future purposes, it's probably a good idea to not to issue just one share worth 25000 kr.
Who knows, for instance you may want to bring someone into the company down the line.
The default share count is 500, which means each share is worth 50 kr assuming a 25k starting capital. This number of shares is fine.
#9 the process
The process is a bit conviluted, since you cannot start an Aktiebolag without the bank verifying that youve transfered the starting capital to an account, and you cannot open a business account without having a company. A classic catch 22. Luckily the bank has a process for this, that involves opening a temporary account for you to transfer the capital to.
#8 board
All Aktiebolag, even a tiny one like yourselves needs to have a board (styrelse). On your board you need to have at least:
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1 Board member (Styreleseledarmot)
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1 Substitute board member (Suppleant)
The board member of course will be, you guessed it, you. The Substitute however, cannot be you.
So what duties can the substitute be called up to do? Let's say that you where for some reason incapacitated, and could not run your company temporarily or permanently. Your substitute then have a legal obligation to manage the accounting, and to file the yearly report (årsredovisning) for instance.
So for this reason, you should choose your substitute wisely, and make sure that they understand what their potential duties are. Once the company is up and running you should also have a sit-down with your substitute to make sure that she or he knows where to find all your accounting information, passwords to relevant services etc.
Sources:
En suppleant har väl inget ansvar - eller?
Vågar du vara suppleant i ett aktiebolag?
Basic process
Call your bank to open business account
Transfer the starting capital
Wait...
Fill in AB application on verksamt.se
Receive notification that company has been registered
Wait...
#10 apply for business account
This process seemed quite old fashioned and manual to me, how ever it might be simpler with the bank you end up choosing. You may not need to do these steps, but for reference this is what I had to do. If you know of any cool modern alternative for business banking don't hesitate to email me ;)
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I contacted my bank by phone (in my case Länsförsäkringar), and told them I wanted to start a business account.
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A few days later, I got a message in my internet bank with the email address to a bank rep that I will use as my bank contact when filling in the application for the Aktiebolag, as well as a form to fill in and send back in. More on this form below. At this point you can actually begin the process of registering the company.
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After a few more days I got a letter sent home with a contract for starting up the account, as well as an account number for me to transfer the initial stock capital. I signed the contract, mailed it back, and transferred the 25000 kr.
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Email your bank contact and tell them you've transferred the capital. I missed that I had to do this, so I waited for over a week for something to happen.
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Wait for getting the confirmation from verksamt.se that your Aktiebolag has been registered. Then contact your bank contact again to finish setting up the (permanent) accounts.
The bank form
The form to apply to a business bank account had the following fields for me to fill in. Your bank may provide a different form, or no form at all. Anyway, I'll walk you through each one of fields that I had to fill in.
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Name, personal number, address, email (you should be able to figure these out yourself).
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Är företaget nystartat eller befintligt? Nystartat.
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Verklig huvudman: Put your name and personal number.
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Ägarandel: 100%
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Berätta utförligt om din affärside: Use your business plan here.
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Berätta utförligt om vad verksamheten har för mål: Here I used my company description.
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Är någon av huvudmännen bosatta utomlands? Nej
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Beskriv bolagets marknad: Describe what type of customers you are targeting, and where they are physically located.
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Vad har du för uppskattning för omsättning/resultat för din verksamhet? Omsättning = revenue. Resultat = profit. See <placeholder> how you approximate this.
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Är verksamheten din huvudsakliga sysselsättning? Ja
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Har du finansieringsbehov i ditt företag? Nej
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Innefattar verksamheten utlandsaffärer? Nej
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Ska organisationen göra återkommande insättningar och/eller uttag av kontanter? Nej
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Är du sedan tidigare bankkund i Länsförsäkringar? Ja
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Är du sedan tidigare försäkringskund i Länsförsäkringar? Ja
That's it. Now send in the form and you'll be on your way!
#11 apply for AB
Finally! We are about to register an Aktiebolag. Exciting!
1. Go to https://www.verksamt.se/starta and log in with your BankID.
2. Click on "Registrera företag eller förening"
3. Click on "Registrera företag eller förening på Mina sidor"
4. Select "Aktiebolag" from the dropdown, and click "Bolagsverkets e-tjänst".
5. Important! Select "Enkel anmälan", otherwise you'll be filling in a bunch of fields you don't need to.
6. Click "Fortsätt" to get started.
7. Click on "Lägg till kontaktuppgifter i ärendet"
8. Fill in your contact details and press "Spara och fortsätt"
9. Fill in your home address with yourself as C/O (unless you have a seperate office). "Spara och fortsätt"
10. Click on "Lägg till ledarmot"
11. Fill in your personal number and click "Hämta uppgifter". This will auto populate all fields. Click on "Spara och fortsätt"
12. Click on "Lägg till suppleant"
13. Fill in your personal number of your suppliant, and click "Hämta uppgifter". This will auto populate all fields. Click on "Spara och fortsätt"
14. Your stock capital of 25,000kr divided into 500 shares are pre filled in. Note that if you want a different stock capital or number of stocks, you need to do an "Detaljerad anmälan". Make sure your details are correct as the "Stiftare, and press "Fortsätt"
15. Fill in today's date, and the city of your company. Click "Spara och fortsätt"
16. Fill in at least two suggestions for your company name. In this stage it is used primarily by Bolagsverket to make sure there is no other company in your industry that has the same name. Click "Spara och fortsätt"
17. Fill in your company description. Click "Spara och fortsätt"
18. Select your Län and Kommun. For the Räkneskapsår, this will decide when you need to do your Årsredovisning. Standard is 1 Jan - 31 Dec. Even if it's in the middle of summer when you are applying your application, you can still use this period, since you extend the Räkneskapsår to maximum 18 months when you are starting your company. E.g. if you start your company in september, your Räkneskapsår will be 16 months. In the same spirit, you can shorten it, let's say you start your company in march, your Räkneskapsår will then become 10 months long.
19. Enter the email address to your bank contact. Make sure everything is ok with your application! Once you click "Skicka till banken", you can't change things.
That's it for now. Now you just need to wait for your bank to confirm that you have paid the stock capital to the temporary account. After one or two weeks you should get an email saying that your company has been registered.
#11 REGISTER FOR V.A.T.
When your company is registered you have to register for VAT (Momsregistrera), all companies that sell products and service need to do this. Its a quick thing to register for, but it may take up to a few weeks for the registration to through, so do it straight away.
To do the registration you'll need to fill in the SNI codes you've chosen for your company.
You will also need to fill in your estimated revenue / year. It can be hard to tell how large your revenue will be, but its only used to determine your preliminary corporate tax, which you'll pay every month. If you've payed too much, you'll get it back. However if you've paid too little, you may need to pay an additional sum, which is not going to be fun, so when estimating your revenue, go on the upper estimation rather than the lower.
You do the registration here.
By the time your registration has gone through you should be totally up and running. Congratulations!
Again, if you have any feedback or find errors in this text, please don't hesitate to contact me :)