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Swedish Limited Partnership (Kommanditbolag – KB)

A full tax-exempt Swedish entity – tax exemption requirements

Partners are not resident in Sweden.

Place of business and management is based overseas.
The Limited Partnership (KB) does not generate any sort of income within Sweden.
Limited partnerships are regulated by the Partnership and Non-registered Partnership Act. This form of partnership is a hybrid of a general partnership and a limited company in which a limited number of partners are exposed to unlimited liability.
At least one partner in a limited partnership must have unlimited liability (a general partner (komplementär)) and at least one must have limited liability (a limited partner (kommanditdelägare)).
The liability of the limited partner is restricted to the capital investment that the partner has contributed to the partnership.
A limited partnership is a legal entity. The general partner is generally the only partner who is authorised to commit and represent the partnership. The limited partner is entitled to a share in the profits in accordance with the partnership agreement; however, the limited partner is generally not entitled to be involved in the management of the partnership.
Once the taxable income of a partnership has been determined, it is allocated among the partners. Depending on whether the partner is an individual or a company, the partner must pay personal income tax or corporate income tax on the allocated amount.
A person who wishes to be registered in a limited partnership must not be declared bankrupt, be prohibited from carrying on business, have a custodian pursuant to the Parental Code.

Requirements

  • The business name must contain the word “kommanditbolag” – KB.
  • The general partner is personally responsible for the agreements and debts of the limited partnership.
  • If you become a general partner in an already existing limited partnership, you will also become personally responsible for the partnership’s previously existing debts.
  • If you are younger than 18, you need a guardian’s or chief guardian’s consent to enter into a limited partnership.
  • A limited partnership with only natural persons registered as partners must have an auditor if the partnership is considered ‘large’.
  • If a limited partnership has legal entities registered as partners, or if the partnership is considered ‘large’, an annual report must be filed.

Share capital requirements

There is no requirement regarding share capital.

KB tax exemptions

The partnership’s most frequently cited advantage is its flexibility. Partners are free to organize their relations as they see fit without the restraints of a corporate form. Within the framework of a partnership, complex structures can be set up to allow for many different characteristics and circumstances.
Non-resident partners in case both partners
  • are not resident in Sweden;
  • place of business and management is based overseas;
  • the Limited Partnership (KB) does not generate any sort of income within Sweden.

The Swedish Limited Partnership will be tax exempt in Sweden. Tax liability will fall upon the partners and their tax liability will depend on the taxation regime of the countries where they are currently resident for tax purposes.

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