Brexit – the impact on the officials of limited liability companies

Brexit – the impact on the officials of limited liability companies

From 1 January 2021, the United Kingdom is to be considered a non-EU country. Its departure may have consequences for Swedish limited liability companies who have British officials such as CEOs and board members. 

The Swedish Limited Liability Companies Act contains rules on where officials in a Swedish limited liability company must reside. Under the main rules, the following persons must be resident within the European Economic Area (EEA):

  • at least half of the board members
  • at least half of the deputy board members
  • the CEO
  • all deputy CEOs
  • at least one special signatory if the board has appointed one

At least one special signatory must be resident in the EEA in order for the residence requirement for special signatories to be met. Only those who are registered as resident in Sweden are considered as resident in Sweden in this context, regardless of whether that person is a Swedish citizen.

Application for exemption

It is possible to apply for an exemption to this requirement. The application must be made on a special form in Swedish and costs SEK 475 per type of official (board member/deputy board member, CEO or deputy CEO, and special signatory). Please note that the Swedish Companies Registration Office will not start processing the exemption application until it has received the fees.

If you have any questions about the regulations or need help with your registration, please contact us at Azets and we’ll be happy to help.

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