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Juridik

Legal checklist

Contracts, GDPR, consumer law and a 14-day right of withdrawal.

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What you get from this

After this guide, you know what your company is legally, who can sign on its behalf, and what you promise a customer when you sell. You get a checklist that covers contracts, sales to private individuals and companies, product liability, marketing, and personal data. No prior legal knowledge is required.

The checklist is our reading of the rules. The Swedish Companies Registration Office (Bolagsverket), the Swedish Tax Agency (Skatteverket) and the Swedish Consumer Agency (Konsumentverket) have the final say. If you are about to sign something that binds you for a long time or involves a lot of money, have a lawyer read it first.

What your company is legally

For UF companies

A UF company is a practice company within the Junior Achievement Sweden (Ung Företagsamhet) program, and it is not a legal entity. The company does not exist as a separate party in the eyes of the law, roughly like a committee within an association. It has no organization number and cannot enter into agreements on its own or have claims directed at it. It is you, the co-owners, each of you personally, who act when you sell, buy and sign.

For sole trader

A sole trader (enskild firma) is you. The business is not a separate legal entity, and you are personally liable for everything the business does, with your entire personal finances. An agreement in the business name is legally the same as an agreement in your own. The organization number is your personal identity number, and registration with the Swedish Companies Registration Office (Bolagsverket) is voluntary.

For trading partnerships and limited partnerships

A trading partnership (handelsbolag) is a legal entity that can own things, sign contracts and be sued. But you partners are still personally liable for the company's debts, and jointly and severally: a creditor can demand the full amount from one of you. In a limited partnership (kommanditbolag), this applies to the general partner. The limited partner is liable only up to the contribution they have promised, including any part not yet paid in. A trading partnership or limited partnership must be registered with the Swedish Companies Registration Office (Bolagsverket).

For limited companies

A limited company is a separate legal entity, and the owners generally do not answer for the company's debts with their private money. "Generally" matters here. Anyone who has signed a personal guarantee for a loan is liable for it. And when there is reason to believe that the equity is less than half of the registered share capital, the board must immediately prepare a control balance sheet. If it does not, the board members can become personally and jointly liable for the debts the company takes on during that time.

What you need before you start

  • A written agreement between you as owners of the company, if there is more than one of you: a partner agreement in a UF company, a partnership agreement in a trading partnership (handelsbolag), a shareholders agreement in a limited company (aktiebolag).
  • A clear picture of what you will sell, to whom and through which channels.
  • The authorities' information for your form of company on verksamt.se. If you run a UF company, Ung Företagsamhet's own rules on ungforetagsamhet.se also apply.
  • Someone to discuss questions with: an accounting consultant or lawyer, or your UF advisor if you run a UF company.

Time required and difficulty level

Allow two to three hours to go through the checklist, write your customer terms and go through the agreement between the owners. The difficulty level is medium. Where you are unsure, get help before you sign, not afterward.

How to do it

  1. Write the agreement between the owners first. Describe who owns which share, who may sign agreements for the company, how decisions are made, how profit and loss are shared, and what happens if someone wants to leave. Without an agreement, the rules of the law apply, and they rarely suit you.
  2. Check your registrations and who may sign. This differs between the company forms and is described in the tabs further down.
  3. Check that what you sell may be sold. Some goods require a permit, for example alcohol, tobacco, medicines and gambling. Food you produce yourself requires care with hygiene and labeling, and anyone who handles food must normally register the business with the municipality. Electrical products and toys must be CE marked, meaning marked to show that they meet the EU safety requirements.
  4. Decide whether you sell to private individuals, to companies or both. Consumer laws apply to private individuals, and they give the customer strong rights. Between companies, essentially whatever you agree on applies, so your agreement becomes all the more important there.

When you start selling

  1. Write customer terms. They must at least state price, delivery time, shipping cost, complaints and right of withdrawal. If a company sells online or by phone to private individuals, the customer normally has a 14-day right of withdrawal from the day the item arrived. That right of withdrawal comes from the Distance Contracts Act, and that act applies only to sales to private individuals, never between companies. A company that buys from you has no statutory right of withdrawal; it exists only if you write it into the terms.
  2. State the correct price. The price you show to private individuals must be the total price, with VAT and all fees included, regardless of whether the company is registered for VAT or not. To companies, the price is normally stated without VAT, and this must then be clear.
  3. Write a simple privacy policy. You must be able to say what personal data you collect, why and how long you keep it, and collect only what you need. If you are going to send marketing to private individuals in Sweden, the GDPR applies, and you need to know the rules before the first mailing. How we read them is in GDPR for companies.
  4. Review every agreement before anyone signs. Read especially the notice period, payment terms, who owns the result of the work and whether liability is limited. An oral agreement also applies, but without anything in writing it becomes one person's word against another's.
  5. Market yourself honestly. The Marketing Act prohibits misleading claims about price, quality and origin. Label paid collaborations in social media clearly, and stick to the platforms' age limits.
  6. Save everything. Agreements, orders, emails, receipts and delivery confirmations are your evidence if a dispute arises. Put them in a shared folder, physical or digital.

Registrations and who is allowed to sign

For UF companies

A UF company cannot be registered for VAT and does not add VAT to its prices. It has no organization number and no F-tax, and it cannot be run as a limited company or sole trader at the same time. Read Junior Achievement Sweden's rules for practice companies, they are your foundation.

Keep age in mind. A person under 18 can generally not commit to an agreement without consent from their guardians; the exception is money you have earned yourself after turning 16. An agreement written without consent does not bind a person who is a minor. Let a partner of legal age sign larger agreements, or bring written consent from the guardians.

For sole trader

Check the registrations with the Swedish Tax Agency (Skatteverket): F-tax, VAT and, if you have employees, registration as an employer. A business based in Sweden that sells for no more than 120,000 kronor per calendar year, and has not exceeded the limit in either of the two previous years, is automatically exempt from VAT. The exemption requires no application, and the business then does not need to be registered for VAT. If sales exceed 120,000 kronor during the year, VAT must be charged from and including the sale that passed the limit, and the business must then register for VAT with the Swedish Tax Agency (Skatteverket). The answers determine what should appear on the invoice and what you declare.

You are the one who signs, and no one else can bind the business without a power of attorney from you. Give power of attorney in writing if someone else is to order or sign agreements for you. Anyone under 16 years of age may not run a sole trader. Between 16 and 18 years of age, consent is required from the guardians and from the chief guardian (överförmyndaren) in the municipality, and the consent is sent with the registration.

For trading partnerships and limited partnerships

The company must be registered with the Swedish Companies Registration Office (Bolagsverket) and have F-tax, and it must be registered for VAT unless it is exempt from VAT. The exemption applies automatically as long as sales are at most 120,000 kronor per calendar year. The partnership agreement must state how profits are divided, who may sign for the company and what happens if someone wants to leave.

Without any other registration, each partner in a trading partnership can bind the company, even to agreements the others do not know about. If you want to limit this, for example to two people jointly, write it into the partnership agreement and report it to the Swedish Companies Registration Office (Bolagsverket). A registered limitation is considered known to the counterparty. A limitation that only appears in the agreement between you, on the other hand, applies only against a counterparty who realized or should have realized it. In a limited partnership, it is the general partner who represents the company, not the limited partner.

For limited companies

Check the registrations: F-tax, VAT and employer registration with the Swedish Tax Agency (Skatteverket); board, signatory and articles of association with the Swedish Companies Registration Office (Bolagsverket). Does the registration certificate match reality? If not, report the change at once. A new board member is valid only from the day the notification reached Bolagsverket. Anyone on the board must be of legal age.

Only the person who according to the registration may sign for the company can bind it. If someone else signs, the agreement generally does not apply to the company, and the person who signed can themselves have to compensate the counterparty for the loss.

How you know it worked

You have a signed agreement between the owners, published customer terms and a privacy policy. Everyone who sells can explain to a customer what applies for returns, complaints and delivery. You know who can sign for the company, and you can point to a folder where everything that has been signed is saved.

If something goes wrong

  • A customer wants to change their mind after 14 days: the limit is fixed, but you can always choose to be generous and offer an exchange or return anyway. Just say that it is an exception. If the customer is a company, the Distance Contracts Act does not apply at all, and then your agreement decides.
  • Someone is injured by your product: document the product, the production batch and how the injury happened. Contact your insurance company, or your UF advisor if you run a UF company, and never promise a counterparty that you will "pay for everything" before you have received advice.
  • A contract contains words you do not understand: have someone who knows the field read it before you sign, and strike or change points you do not accept.
  • An owner wants to leave the company: open the agreement between you, recalculate the ownership and write an addendum that everyone signs. In a trading partnership (handelsbolag) or limited company (aktiebolag), the change may also need to be reported to the Swedish Companies Registration Office (Bolagsverket).
  • A customer or supplier refuses to pay or deliver: send a written reminder with a new date and save the entire email conversation as documentation.
  • You have collected personal data you do not need, or used an image you do not have the right to: delete the data or replace the image immediately, and make sure it does not happen again.

What you do next

Once the legal side is in place, the next step is the money. The guide Bookkeeping shows how every krona is documented. Domain and email gives you an address customers recognize. If you run a UF company, plan for the end of the year now with Closing in June.

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