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Company formation in the Nordics: Finland, Sweden or Norway?

Three stable Nordic countries, one common hurdle: where the board lives.How a Finnish Oy, a Swedish AB and a Norwegian AS compare, and which one fits your plans.

Corporate6 min readMAXCORP legal team

Which one we recommend

The three company forms work much the same way: limited liability, one shareholder is enough, and the same person can own the company and sit on its board. What separates them for a founder abroad is the board residency rule, the share capital and the currency. We recommend by those:

  • Choose Finland if you want the easiest residency rule and no capital to deposit. One EEA-resident board member is enough, the company can start with €0 share capital, and it invoices in euros.
  • Choose Sweden if your clients or team are in Sweden. Half the board must live in the EEA, the SEK 25,000 capital is paid in first, and a local service recipient is needed if nobody who represents the company lives in Sweden.
  • Choose Norway if your business is in Norway. Half the board must live in the EEA, the UK or Switzerland, the NOK 30,000 capital is confirmed before filing, and foreign board members need a Norwegian D‑number.

If no one on your side lives in Europe, compare the Nordics with the Baltic countries, which set no residency rule for directors at all.

Finland, Sweden and Norway side by side

The key facts for a private limited company in each country, taken from our country pages:

Private limited companies in Finland, Sweden and Norway compared
FactorFinland (Oy)Sweden (AB)Norway (AS)
Minimum share capitalNone (€0 is allowed)SEK 25,000, paid in before filingNOK 30,000, paid in before filing
Board residencyOne board member in the EEAHalf the board in the EEAHalf the board in the EEA, UK or Switzerland
Corporate income tax20%20.6%22%
Dividend withholding, private shareholder abroad30%, treaties may reduce it30%, treaties may reduce it25%, treaties may reduce it
Standard VAT rate25.5%25%25%
VAT registration threshold€20,000 a yearSEK 120,000 a yearNOK 50,000 in 12 months
Register processingUsually within 3 weeksUsually within 3 weeksUsually within 3 weeks
Annual accountsWithin 8 months of year endWithin 7 months of year endBy 31 July
Operational company package (MAXCORP)From €4,800From €4,800From €4,800

Register processing is our planning figure for filings like ours, not a legal deadline; each register publishes its current times: Finland (PRH), Sweden (Bolagsverket), Norway (Brønnøysund). Displayed prices are indicative professional fees excluding VAT.

The real hurdle: who sits on the board

Nordic company law asks where the people running the company live. Citizenship does not matter, only permanent residence:

  • Finland: at least one ordinary board member, and the managing director if there is one, must live in the EEA. A one-person board needs a deputy member, who is assessed the same way. Otherwise the Finnish Patent and Registration Office (PRH) must grant a permit, for a fee per person.
  • Sweden: at least half the board members and half the deputies, the managing director if appointed, and at least one person authorised to sign for the company must live in the EEA. The Companies Registration Office can grant an exemption for special reasons.
  • Norway: the general manager, if any, and at least half the board must live in the EEA, the UK or Switzerland. A one-member board therefore needs a member who lives there; the ministry can grant an exemption in individual cases.

In practice this decides the country for many founders. A founder living in the EU can take the board seat in any of the three. A founder living outside Europe needs a board member who lives in the EEA, or an exemption, and an exemption takes time and is decided case by case.

Profit tax and dividend tax together

All three countries tax company profit every year, paid out or not: 20% in Finland, 20.6% in Sweden and 22% in Norway. There is no Estonian-style deferral until distribution.

When the profit is paid to a private shareholder living abroad, the company withholds tax on the dividend: 30% in Finland and Sweden and 25% in Norway under domestic law. Tax treaties often cut that rate, and a corporate shareholder in the EU or EEA can often receive dividends without withholding. Before treaty relief, a non-resident private owner keeps about 56 of every 100 of profit in Finland and Sweden and about 58 in Norway.

For a shareholder living in the same country the rules are different again, and your own country taxes the dividend too, with credit for the tax withheld. Check your case with a tax adviser before you choose.

Forming and running the company from abroad

All three companies can be formed without you travelling to the country. What differs is who signs and how the capital is shown:

  • Finland: the Trade Register accepts start-up notifications online only, and we file them online for you. With €0 share capital there is nothing to deposit.
  • Sweden: the share capital goes into a bank account first and the bank certifies it. A notary-certified power of attorney lets us file for you; a board member without Swedish e-ID signs the paper registration form by hand.
  • Norway: the capital is confirmed by a bank, auditor or lawyer, and we can file with a notary-certified power of attorney. Board members without a Norwegian identity number need a D-number, applied for on paper, which slows the filing.

Each company needs a registered office in its country. Our packages include an address in Helsinki, Stockholm or Oslo, and in Sweden we can provide the service recipient the Companies Registration Office asks for when no representative lives there.

Banking takes the same patience as anywhere in Europe: local banks decide on each company themselves. Our guide to opening a business account remotely explains the options.

How MAXCORP sets it up

MAXCORP forms companies in Finland, Sweden and Norway, either as a new registration (from €2,500) or as an operational, ready-made company (from €4,800) with an address, bank account support and accounting in place. A ready-made Swedish or Norwegian company already has its share capital paid in.

Tell us where you and your board live, where your clients are and how you plan to use the profit. We tell you which Nordic country fits, or whether a Baltic company would serve you better.

Official sources (30)
  1. Limited Liability Companies Act (624/2006), English translation (ch. 1 s. 2, ch. 2 s. 3, ch. 6 s. 1 and 8)
  2. PRH: limited liability companies (start-up, share capital, fees)
  3. PRH: permits to persons living permanently outside the EEA
  4. PRH: longer processing times for Trade Register notifications (about a week)
  5. PRH: financial statements of limited liability companies (8 months)
  6. Finnish Tax Administration: income tax of limited companies (20%)
  7. Finnish Tax Administration: payments of dividends, interest and royalties to nonresidents
  8. Finnish Tax Administration: VAT for small business (€20,000 threshold)
  9. Finnish Tax Administration: rates of VAT
  10. Companies Act (Aktiebolagslag 2005:551): 1:5, 3:1, 8:1, 8:3, 8:9, 8:27, 8:30, 8:40
  11. Bolagsverket: set up a limited company (share capital, bank certificate, six‑month deadline)
  12. Bolagsverket: residing abroad, limited companies
  13. Bolagsverket: exemption from residency requirements; service recipient
  14. Bolagsverket: service recipient (delgivningsmottagare) for limited companies
  15. Bolagsverket: processing times (Våra handläggningstider)
  16. Bolagsverket: annual reports for limited companies (7 months)
  17. Skatteverket: limited companies (corporate income tax 20.6%)
  18. Skatteverket: kupongskatt on dividends from your limited company
  19. Skatteverket: VAT registration when annual turnover is at most SEK 120,000
  20. Skatteverket: VAT rates and exemptions (Momssatser och undantag från moms)
  21. Limited Liability Companies Act (aksjeloven), §§ 3-1, 6-1, 6-2, 6‑11 and 7‑6
  22. Business Enterprise Registration Act (foretaksregisterloven), § 3‑1
  23. Brønnøysund Register Centre: register a limited company
  24. Brønnøysund Register Centre: D-number
  25. Brønnøysund Register Centre: when will my case be processed?
  26. Brønnøysund Register Centre: annual accounts deadline 31 July
  27. Norwegian Tax Administration: rates, general income (businesses 22%)
  28. Norwegian Tax Administration: reduced withholding tax on future dividends for foreign shareholders
  29. Norwegian Tax Administration: registering for VAT
  30. Norwegian Tax Administration: rates, value added tax

General information only, not legal or tax advice. Rules change; ask us about your case.

FAQ

Company formation in the Nordics: FAQ

Which Nordic country is easiest for a foreign founder?

Usually Finland: it needs only one board member living in the EEA, no minimum share capital and it uses the euro. Sweden and Norway need half the board to live in the EEA (Norway also accepts the UK and Switzerland) and share capital paid in before filing.

Can a non-EU resident own a Nordic company?

Yes. Finland, Sweden and Norway set no nationality or residency rule for shareholders. The residency rules apply to the board and the managing director, so a non-EU owner needs an EEA-resident board member or an exemption.

How long does it take to register a company in the Nordics?

Plan for about 3 weeks for the register in each country. Each register publishes its current processing times: Finland, Sweden and Norway. An operational company with us takes 2 to 4 weeks in all three.

What is the minimum share capital in Finland, Sweden and Norway?

None in Finland, SEK 25,000 in Sweden and NOK 30,000 in Norway. In Sweden and Norway the capital is paid in and confirmed before the company is registered; a ready-made company already has it.

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