Annual report requirements in Sweden: What foreign-owned companies need to know

Swedish branches of foreign companies are subject to specific rules depending on the foreign company’s legal form and where it is registered.

For foreign finance teams, the most important questions are often practical: What must be filed, what is the final filing date, does the company need an auditor, and what happens if the annual report is filed late?

This guide goes through the key annual report requirements in Sweden and highlights the issues that foreign-owned companies should pay particular attention to.

What is an annual report and who must file one?

An annual report is the company’s statutory annual financial report.

All Swedish limited companies (AB) must prepare and file an annual report with Bolagsverket. The requirement also applies to dormant companies and companies in liquidation.

A foreign-owned Swedish subsidiary is subject to the same annual report rules as other Swedish limited companies. Foreign ownership therefore does not provide any exemption from Swedish accounting or filing requirements.

The annual report must be prepared in accordance with applicable Swedish accounting regulations, usually K2 or K3 for companies applying Swedish generally accepted accounting principles, and filed with Bolagsverket in Swedish.

An annual report normally includes:

• Directors’ report

• Income statement

• Balance sheet

• Notes

• Statement of adoption

• Cash flow statement when required

• Consolidated financial statements when required

If the company is subject to a statutory audit requirement, the audit report must also be filed with Bolagsverket.

For a broader overview, see BTR’s guide to annual reports and tax returns in Sweden.

When must the annual report be filed?

A Swedish limited company must hold its annual general meeting no later than six months after the end of the financial year.

The annual report must then have been received by Bolagsverket no later than seven months after the end of the financial year.

For a company with a calendar year as its financial year, from 1 January to 31 December, the AGM must therefore normally be held no later than 30 June and the annual report must have been received by Bolagsverket no later than 31 July the following year.

The board members and the managing director, if the company has one, must sign the annual report. The AGM then considers the annual report and decides, among other things, to adopt the balance sheet and income statement.

Foreign-owned companies should plan backwards from these statutory deadlines and allow sufficient time for year-end closing, accounting adjustments, group reporting, signatures, AGM approval and any audit.

Digital filing or filing by post

Swedish limited companies using K2 or K3 can file the annual report digitally via compatible software and Bolagsverket’s digital filing service.

Digital filing can make the process more efficient and provides confirmation that the documents have been received.

It is also possible to file the annual report on paper. However, the annual report must have been received by Bolagsverket by the due date. It is therefore not sufficient to post the documents by that date if they arrive too late.

What happens if the annual report is filed late?

A Swedish limited company that does not file a complete annual report on time is automatically required to pay late filing fees.

For a private limited company, the total fees can amount to SEK 30,000. For a public limited company, they can amount to SEK 60,000.

If Bolagsverket has not received the annual report within eleven months of the end of the financial year, the company also risks compulsory liquidation.

The consequences can extend beyond administrative fees. Depending on the circumstances, failure to prepare the annual report on time may constitute an accounting offence under Swedish law. Board members may therefore, in serious cases, incur personal legal liability.

For foreign groups, it is important not to treat the Swedish deadline as an internal administrative target. It is a statutory deadline that can have significant consequences if it is not met.

Branch or subsidiary: How do the requirements differ?

A Swedish subsidiary and a Swedish branch are legally different types of operations.

A subsidiary is a separate Swedish legal entity and must prepare and file its own annual report under Swedish rules.

A branch, on the other hand, is not a separate legal entity but part of the foreign company. The branch’s obligations regarding annual reports depend, among other things, on the foreign company’s legal form and whether the company is based within the European Economic Area (EEA).

In general, the following applies:

All branches must keep separate accounting records for the operations in Sweden.

Documents specifically relating to the Swedish branch must generally be in Swedish. Bolagsverket accepts the foreign company’s annual report documents in Swedish, Danish, Norwegian or English.

The annual report documents to be filed for the branch and the foreign company must generally have been received by Bolagsverket within three months after the documents and any audit report have been presented to the foreign company’s owners. However, they must be filed no later than seven months after the end of the branch’s financial year.

If the mandatory annual report documents are not filed, Bolagsverket may ultimately deregister the branch. The branch’s managing director may also be subject to measures if the obligation to file the documents is not fulfilled.

Since the rules for branches depend on the foreign company’s legal form and other circumstances, international companies should check exactly which requirements apply to their own structure rather than assuming that the rules for Swedish limited companies apply unchanged.

Does your Swedish company need an auditor?

Many smaller private Swedish limited companies can choose not to have an auditor.

However, a statutory audit requirement based on the company’s size arises if the company exceeds at least two of the same three thresholds in each of two consecutive financial years.

The thresholds are:

• More than three employees on average

• More than SEK 1.5 million in total assets

• More than SEK 3 million in net turnover

It must be the same two thresholds that are exceeded in both years.

The audit requirement based on these size criteria therefore normally arises from the third financial year onwards.

There are also situations where a company may need an auditor for other reasons. A parent company may, for example, be subject to an audit requirement if the group exceeds the relevant thresholds, even if the parent company itself does not.

Foreign ownership does not in itself affect how the audit requirement is assessed.

Companies approaching the thresholds should review their situation well in advance of starting the annual report work. Appointing an auditor and carrying out a statutory audit takes time and needs to be included in the annual report timetable.

Branches are subject to specific audit rules and should assess their situation separately.

Should the annual report be prepared under K2 or K3?

K2 and K3 are two of the main Swedish frameworks for companies preparing annual reports in accordance with Swedish generally accepted accounting principles.

K2 is a simplified, rules-based accounting framework that can be used by many smaller companies.

K3 is the main framework for Swedish accounting and is mandatory for larger companies and certain other companies and activities that are not permitted to use K2. Smaller companies that are allowed to use K2 can also choose to apply K3.

For financial years beginning after 31 December 2025, updated rules for K2 and K3 apply. The changes are therefore particularly important for companies preparing annual reports for financial years starting during 2026.

The new rules mean that some companies that previously could use K2 are no longer allowed to do so and must instead apply K3.

This applies, for example, to certain companies that:

• Have or have had a foreign branch during the financial year

• Hold certain crypto assets

• Have acquired goods or services through share-based payments

• Have issued certain compound financial instruments that can be settled with equity instruments

• Carry on certain real estate activities

The detailed rules contain exceptions and additional conditions. Companies that have previously applied K2 should therefore check that they are still entitled to use the framework before the annual report is prepared.

When is a company considered larger?

Under Swedish accounting rules, a company is normally considered larger if it exceeds at least two of the following thresholds in each of the two preceding financial years:

• More than 50 employees on average

• More than SEK 40 million in total assets

• More than SEK 80 million in net turnover

Larger companies must use K3 when applying Swedish generally accepted accounting principles.

K3 involves more detailed accounting judgements and disclosure requirements than K2. Larger companies must also include a cash flow statement in the annual report.

The choice of accounting framework can therefore have a significant impact on the year-end closing process, accounting policies, disclosures, internal reporting and the amount of work required to prepare the annual report.

Companies preparing annual reports for 2026 should pay particular attention to the changed rules on which companies are allowed to use K2, rather than automatically continuing with the same framework as in previous years.

For more information, read BTR’s guide to K2 and K3 rules for foreign-owned companies in Sweden.

Do dormant Swedish limited companies have to file an annual report?

Yes.

A Swedish limited company must prepare and file an annual report even if the company has not carried out any activity during the year.

A company is therefore not exempt simply because it has no employees, invoices, income or active operations. As long as the Swedish limited company still exists, the obligation to prepare and file the annual report remains.

This is particularly important for international groups that form a Swedish subsidiary before operations start or keep a Swedish company after the local operations have ceased.

Dormant companies should therefore always be included in the group’s annual compliance calendar.

Can the annual report be filed in English?

No. The annual report for a Swedish limited company filed with Bolagsverket must be in Swedish.

This may involve additional work for foreign-owned companies where group reporting, accounting instructions and internal financial reports are prepared in English or another language.

The Swedish statutory annual report should therefore be treated as a separate local compliance requirement. The company should not assume that the foreign parent company’s reporting package can be submitted directly to Bolagsverket.

Different language rules apply to foreign companies’ documents filed in connection with a Swedish branch. Bolagsverket accepts certain of the foreign company’s accounting documents in Swedish, Danish, Norwegian or English, while documents relating to the Swedish branch itself must generally be in Swedish.

How can foreign-owned companies avoid problems with the annual report?

The safest approach is to view the seven-month deadline as the end of a longer annual reporting process – not as the date when the work should begin.

Foreign-owned companies should establish a reporting calendar that allows sufficient time to:

• Close and reconcile the Swedish bookkeeping

• Handle intercompany balances and accounting issues

• Determine whether K2 or K3 should be applied

• Check whether the company is subject to an audit requirement

• Carry out any statutory audit

• Prepare the Swedish annual report

• Obtain the necessary signatures from the board

• Hold the annual general meeting

• Prepare the documents for filing

• File a complete annual report with Bolagsverket before the final filing date

Groups where the finance function is located outside Sweden should also ensure that the parent company is aware that Swedish statutory deadlines may differ from the group’s internal reporting deadlines.

The annual report is also only one part of the company’s financial obligations in Sweden. Ongoing bookkeeping, VAT, employer PAYE returns, payroll administration, corporation tax and other obligations are subject to separate rules and deadlines.

Do you need help with annual reports in Sweden?

BTR helps international companies with local accounting, annual reports, payroll administration and compliance in Sweden.

If your finance team is located outside Sweden, local expertise can make it easier to coordinate Swedish accounting requirements with the group’s reporting and ensure that statutory documents are prepared correctly and filed on time.

Read more about BTR accounting services for foreign-owned companies in Sweden.

To understand why international companies often need broader local support, you can also read our guide on what foreign companies need beyond bookkeeping in Sweden.

Do you need help with the annual report in Sweden? Contact our accounting experts.

Written by Elise Bredenberg
Marketing Manager at BTR Group  

Fact-checked by Catarina Göthe
CEO at BTR Group