Liquidation of limited companies

Voluntary liquidation - the annual meeting of shareholders decides  

Liquidation can be done voluntarily and is called voluntary liquidation. This usually happens when the owners no longer want to operate the activity.   

Only the annual meeting of shareholders can decide to liquidate. The decision shall apply immediately, unless otherwise specified in the decision.   

The annual meeting of shareholders reports the liquidation to the Companies Registration Office using a form  (in Swedish)

Compulsory liquidation - the Companies Registration Office decides  

A company can be forced into liquidation. This is called compulsory liquidation and is decided by the Companies Registration Office or a general court. According to the Companies Act, a business must go into compulsory liquidation if it does not meet the requirements of a limited company, for example if the company's equity falls below certain statutory requirements, if the company lacks a competent board of directors or auditor or if the company has not submitted its annual report to the Companies Registration Office on time.  

Liquidator closes the business  

When the business is to be liquidated, a so-called liquidator is required. The liquidator replaces the company board and managing director and closes the company. The Companies Registration Office appoints a liquidator. It may be a liquidator proposed by the business.   

The liquidator must notify the Companies Registration Office when the liquidation is concluded.  

Fees for liquidation of limited companies at the Swedish Companies Registration Office  (in Swedish)

How to appeal compulsory liquidation or a liquidator  

You can appeal decisions regarding compulsory liquidation or a liquidator appointed by the Companies Registration Office. When you receive the decisions, you will also receive information regarding how to appeal.  

Business name no longer protected  

When the company ceases to exist, the rights to the business name also cease unless someone protects it, for example by registering it as secondary business name to another business. A secondary business name is an additional company name for a part of the business's activities. Some company names can also be protected as trademarks.