Information on the website and invoices, etc.

Content

This information sheet mainly deals with the provisions contained in the Swedish Companies Act (ABL) regarding information on the company’s website and invoices, etc. The website, the invoices, letters and order forms of a limited liability company are to state the company name in its full legal form, the location of its registered office and the company’s registration number. There are also additional rules and requirements for, for instance, invoices. Bolagsverket considers that limited liability companies must take the following into consideration in order to comply with these rules.

The company name

The company name is to be stated in its full legal form. The company name should be used exactly as it is registered. The word “Aktiebolag” may now be abbreviated to AB in the companies register. However, if the word “Aktiebolag” is written in full in the registered articles of association, it should also be used in other contexts, for instance, on stationery and invoices and when signing for the company. If wished, a decision can be made to amend the articles of association and this amendment be notified to Bolagsverket.

A public limited company, which does not have the word public in its company name, shall place the designation (publ) after its company name. Public limited companies are those companies that can offer ownership via shares on the open market (mainly listed companies). All other companies are called private limited companies. In order to become a public limited company, the company must amend its articles of association and notify this to Bolagsverket for registration.

If the company has been declared bankrupt or is in liquidation, this is to be indicated by adding “in bankruptcy” or “in liquidation” after the company name.

Municipality (registered office)

The place where the board has its registered office is to be stated. The place where the registered office of the company is located means the municipality stated in the section of the articles of association on the registered office (and thus also in the companies register).

The registered office need not be stated separately if the registered office is Göteborg municipality and the company has stated its postal address as Kungsgatan 11, 419 19 Göteborg. However, if the company's address is Västra Frölunda and the registered office is Göteborg municipality, then stationery, invoices, order forms and the website must include the words ”Registered office: Göteborg” even if Västra Frölunda is part of Göteborg municipality.

Registration number

In the first case, a correct registration number is to be stated, for instance, 556123-4567. Alternatively, it is normally possible (see below, however) to state the VAT registration number (value-added tax, Swedish ”moms”). The company that is liable for tax and registered by the Tax Board for VAT shall, in principle, according to other rules, state their VAT registration number on all sales invoices. This applies regardless of whether the purchaser is in Sweden or abroad.

For some years now, a Swedish VAT number has been constructed in the way as an international VAT number (value-added tax) and is written, for instance, SE556123456701. Since the registration number (normally) is included in the VAT registration number, Bolagsverket considers it to be sufficient, at least in most cases, to state the VAT registration number. However, this practice may change in the future.

If it is decided to state only the VAT registration number, the number must be stated clearly and in a context that is not difficult to interpret or which can be misunderstood. In such cases, it is very important that it can easily be seen that it is a VAT registration number. In certain cases, additional clarity is required and the company should then state both ”Registration number:” (and the number written in accordance with the first-case example) and the “VAT registration number” (stating the number). In any case, this is needed in situations where the VAT registration number to be used in the current transaction does not contain the company's registration number.

This might be the case, for instance, when the transaction in question concerns a “value-added tax group”, an ordinary partnership or a joint-ownership shipping company that the company participates in.

Activities under a secondary name

If the letter, invoice, order form or the website refers to the business activity that the company engages in under a secondary name, the secondary name should also be stated for the sake of clarity, cf. the rules on authorisation to sign for the company. Since it is a legal requirement that the company name (main name) is to be stated, it is not considered sufficient only to state the secondary name. The name can be written: “XXX secondary name of Aktiebolaget YYY” or the equivalent.

Additional rules on invoices

Bear in mind that there are additional rules on, for instance, how an invoice is to be constructed and the information it is to contain. The invoice is not only to be fit for its purpose for the customer but also for the auditors and the Tax Board, etc. There are additional requirements not least for international trade documents.

Incomplete website, invoices, etc.

Bolagsverket is able to direct, on pain of a conditional fine, a board member or the managing director to comply with the company's obligations under ABL, as regards letters, invoices, order forms and websites.

Permission to leave out the company name on the website

Bolagsverket may grant special permission for a limited company to leave out the business name on its website if special reasons exist. In such cases the company must state that it is a limited company and state the company category. A permission is limited in time and may even be conditioned. An example of such a condition may be that the website must contain easily accessible information on how to get information about the company's business name.

References

• For limited companies, see Chapter 28, section 5, and Chapter 30, section 2, ABL.
• See also the Act (1974:174) concerning the Designation of Identity of Legal Entities, etc.
• Compare also Chapter 28, sections 1-3 and 6, ABL on company names and secondary names and that written documents should generally be signed with the company name.
• Sections 1 and 26 of the Trade Names Act (1974:156, FirmL) also contain rules concerning authorised signature of the company's name and secondary name, and supplements to the name in the event of bankruptcy and liquidation.
• Sections 4 and 6 of the Marketing Act (1995:450) can also be important in proceedings at other bodies than Bolagsverket and in courts.
• The corresponding rules for the branches of foreign companies in Sweden pursuant to the Foreign Branch Offices Act (1992:160, FilL) are contained in sections 5a and 30 of FilL. Further information is also available in our information sheet 19e, Branches.
• See section 15 of the European Economic Interest Grouping Act (1994:127, EEIGL) concerning European economic interest groups (EEIG).

Nr 829 he, 20 July, 2010