As part of the process of achieving compliance with the European Union’s Funds Transfer Regulation (2015/847/EU) all EU member states are obligated to create databases listing the beneficial owners of almost all types of legal entities active within their borders. Only a few types of legal entities will be exempted from this new registration process (see list below). The European Union’s definition of a beneficial owner (Swe. “verklig huvudman”) has been extended to any individual who directly or indirectly controls more than 25% of a legal entity. Such control can take the form of share ownership in the entity or its ultimate parent company, but it can also consist of contractual setups though which an individual can wield a corresponding influence over the entity. The main purpose of the new legislation is to map the individuals who are in a position to misuse a legal entity for money laundering or the financing of terrorism, but it is also expected to strike a blow against international tax evasion.

The legal entities covered by the new registration rules are since September 1 2017 required to register their beneficial owners or lack thereof through an online portal managed by Bolagsveket (the Swedish Companies Registration Office). The process requires that the individual who files the registration has a Swedish electronic ID.

 

If a legal entity covered by the new legislation fails to register their beneficial owner(s) or lack thereof before February 1 2018 the entity can be ordered to do so, and failure to comply before a set deadline will lead to fines. It is the long-term goal of Bolagsverket to be able identify any incorrect information submitted to the register using third-party information sources such as other governmental authorities and banks. Companies which does not upon request correct information that has been shown to be false will be fined.

Legal entities whose managers does not possess a Swedish electronic ID are encouraged to hire an agent to do the registration for them, and we at Aurenav can of course for a small fee assist with the registration process. It will also be possible to apply for a special dispensation from Bolagsverket to file the registration by post for an additional fee. The process for applying for such a dispensation will be made available by the Bolagsverket at the end of 2017.

Only the following types of legal entities have been expressly exempted from the obligation to register their beneficial owner or lack thereof:

• Filialer (Company branches)
• Enskilda näringsidkare (sole proprietors)
• Ideella föreningar (Swedish non-profit organizations) without beneficial owners
• Publicly traded limited companies
• Swedish public authorities and companies in which such authorities have a controlling interest.
• The estates of dead individuals
• Bankrupted entities
• Enkla bolag (unincorporated joint ventures)