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Market Overview

Ethiopia

Country overview Name - Federal Democratic Republic of Ethiopia Capital city - Addis Ababa Population (2021) - 120,283 million (World Bank) Languages spoken (three most widely spoken) - Amharic, Afan Oromo, Somali Neighbouring countries - Somalia, Kenya, South Sudan, Sudan, Eritrea, Djibouti Economy GDP – USD111.27 billion (2022) (World Bank) Net inflow of FDI (2021) – USD 4.26 billion (World Investment Report) Top three exports by value (2022) – gold, coffee, live animals, oil seeds, flowers. (Trading Economics) Top three import sources (2022) – China, Saudi Arabia and United States. (Trading Economics) Top three export destinations (2022) – Switzerland, Somalia and China. (Trading Economics) Currency - Ethiopian Birr (ETB) – 1 USD = 545.8 ETB as at August 2, 2023   1. Current Economic Conditions 1 Recent legislation reforms Since 2018, Ethiopia has undergone several holistic policy and legislative reforms. In light of this, several laws that have aimed at easing doing business have been enacted. The enactment of the new Commercial Code; Movable Property Security Rights Proclamation; Public-Private-Partnership Proclamation; Capital Market Proclamation; the revision of different investment regulations and the Ethiopian Civil Societies Proclamation, as well as the ratification of the New York Convention are among many others.   1.1 New Capital Market Law The Ethiopian Government passed the Capital Markets Proclamation No. 1248/2021 to set up a local capital market with a clear set aim of developing the national economy through mobilizing capital, promoting financial innovation, and sharing investment risks. The Government has also set up a project team that has been working to draft proper directives for approval by the Board of Directors of the Capital Market Authority to supply detailed guidance and requirements to enable the effective implementation of the Capital Market Proclamation. Last January, the Ethiopia Capital Market Authority (ECMA) disclosed that it has finalized preparations to start operation within the coming two years.   1.2 Public Enterprises Privatization Law According to this 2020 Proclamation, privatization is a transaction that results in either the sale of assets or share capital of a public enterprise in full or in part to private ownership and control. The Proclamation considers extensively pre-privatization activities, public enterprise restructuring, and other activities before privatization. Essentially, the Proclamation provides for the procedure of conversion of a public enterprise to a share company, valuation of public enterprises, and issues relating to post-privatization   1.3 Telecom and Mobile Money Liberalization Under the new investment law, the telecom sector has been liberalized for foreign participation. Following such liberalization, the Ethiopian Communications Authority issued a bid for a license to engage in the telecom sector. Safaricom Consortium has won the bid and successfully launched in the Ethiopian market. Further, a second bid for a license to enter into the Ethiopian telecom market has been issued. The government has also decided to sell 49% of its stake in its ownership of Ethio- telecom, a government-owned telecom   1.4 New Investment Law On 30 January 2020, Ethiopia enacted a New Investment Proclamation. The major development in this new investment law is the shift from the positive listing of areas allowed for foreign investors to a negative listing which is broader. The government has also opened up previously closed sectors to foreign investment. In addition to this, these legislations lay down procedures for handling investors’ grievances and for resolving investor–state disputes, principally through domestic institutions.   1.5 Revision of the 1960 Commercial Code Revising the old Commercial Code that has been in effect since 1960 has brought one of the major legislative changes.  In this new Code liability limited partnership (LLP) has been recognized as one form of business organization.   1.6 Ratification of the 1958 New York Convention Ethiopia ratified the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards in 2020. The Convention applies to arbitration agreements and arbitral awards made only after Ethiopia acceded to the Convention.   2. Business vehicles/structures for doing business Introduction Business can be set up in the form of sole proprietorship, business organisations incorporated in Ethiopia (a one member private limited company, a private limited company, a share company or partnerships), branch of a foreign company, public enterprises, and cooperative societies. Partnerships are associations of persons whose liability is unlimited (except limited partners in limited partnerships and partners of limited liability partnership). Limited liability companies could take the form of a one member private limited company, a share company or a private limited company.   Presence of Foreign Entities Incorporating a subsidiary company and opening a branch of a foreign company are the main vehicles for foreign entities to trade in Ethiopia. Foreign companies may also promote their business in Ethiopia by opening a commercial representative office. A branch of a foreign company is treated as an extension of its parent foreign company. In contrast, a subsidiary of a foreign company is treated as separate from its parent company. Foreign investors that come to operate in Ethiopia by winning international bids can also set up a project office to perform a specific contract.   Registration requirements and level of protection offered to share-holders of the various business vehicles Companies A one member private limited company is a limited liability business organisation incorporated by a unilateral declaration of a single shareholder. This form of legal entity was recognized for the first in 2021 by the Revised Commercial Code of Ethiopia. A share company and a private limited company are associations of capital formally established by the signing of a memorandum of association and articles of association. A private limited company and a share company require a minimum of two and five shareholders respectively. The maximum number of shareholders in a private limited company cannot exceed 50. Once shareholders have signed the memorandum and articles of association before a public notary and the same are deposited in the commercial register, the company becomes a legal person. After registration, obtaining a business license is necessary to start business operations. Companies are legal persons whose liabilities are met by their assets only. Shareholders of companies are liable only to the extent of their contributions. Private limited companies are not subject to detailed regulations when compared to a share company, which the law regulates strictly. A private limited company is more of a family company while a share company is a public company. A share company is required to have a board of directors and auditor/s and it should also conduct a general meeting of shareholders at least once a year. A private limited company is not required to have an auditor unless the number of its shareholders exceeds 10 or its total assets exceeds 10 million Ethiopian Birr. A private limited company cannot issue transferable securities like bonds, debentures, while a share company can issue transferable securities.   Branch of Foreign Entities Foreign incorporated companies can register a branch in Ethiopia to undertake business activities. The requirements for registering a branch of a foreign company include the submission of: notarised and authenticated minutes of a resolution passed by an authorised organ of a foreign business organisation authorising the opening of a branch in Ethiopia Certificate of incorporation of a foreign parent company Copies of memorandum and articles of association or similar documents of the business organisation. There are four types of partnership recognised under Ethiopian law. These are limited liability partnership, general partnership, limited partnership and joint venture. Partnerships should be formed by a partnership agreement and registration is a prerequisite for a partnership to obtain legal personality. However, these requirements do not apply to joint ventures, which have no legal personality.   Sole Proprietor A sole proprietor is a person who conducts a business in his/her own name with unlimited liability. For a sole proprietor to operate a business, he/she has to obtain a commercial registration certificate and a business license.   Trade Representative Office (TRO) Foreign investors who are not interested in trading activities can register a commercial representative (liaison) office and appoint a commercial representative to undertake pro - motional activities in Ethiopia. Before starting its operation, the commercial representative should be registered with the Ministry of Trade and Regional Integration and get a certificate of commercial representative. To secure the certificate, among other things, a minimum of USD100,000 has to be brought into Ethiopia, which is expected to cover salaries and operational expenditures of the office for a year. After the issuance of a valid certificate, a commercial representative can promote the products and services of the principal foreign company, study projects that will enable the principal to make investments in Ethiopia and to promote export products of Ethiopia in the country of origin of the principal company.   Registration requirements Registration is a requirement for companies to do businesses in Ethiopia. Operating a business without obtaining a business license entails administrative and criminal liabilities.   Business rights and regulatory environment Licenses and regulatory Requirements to trade Various kinds of permits, registrations and licenses are required to operate business in Ethiopia. These include investment permit, business license, commercial and tax registrations. No person may carry out a commercial activity without obtaining a valid business license.   Anti-money laundering, anti-bribery and corruption The Prevention and Suppression of Money-Laundering and Financing of Terrorism Proclamation No. 780/2013, the Criminal Code of 2004, Prevention and Suppression of Terrorism Crimes Proclamation No.1176/2020, Corruption Crimes Proclamation No. 881/2015, Revised Anti-Corruption Special Procedure and Rules of Evidence (Amendment) Proclamation No. 882/2015, Financial Intelligence Centre Establishment Council of Ministers Regulation No. 171/2009, Revised Federal Ethics and Anti-Corruption Commission Establishment (Amendment) Proclamation No. 883/2015 and the National Payment System Proclamation No. 718/2011 are major laws that regulate crimes related to money laundering, bribery and corruption in Ethiopia.   Competition The Trade Competition and Consumers' Protection Proclamation No. 813/2013 aims to promote competitive practices in the local market, and eliminate or prevent anti-competitive and unfair trade practices. It also regulates anti-competitive practices such as price-fixing, collusive tendering, market and consumer segregation, refusals to deal to sell or render services, practices intended to eliminate competitors, and practices regarded as abuse of dominance.  The threshold for a merger notification is 30 million ETB. Regarding mergers, the law requires the consent of shareholders and the amendment of memorandum and articles of associations for mergers to take place. Two or more firms may merge, either by taking over or by the formation of a new firm. A decision to merge shall be taken by each of the firms concerned. Special meetings of shareholders of different classes or meetings of debenture holders shall approve the taking over or being taken over. The claims and liabilities of the firms that have been merged shall pass to the firm taking over as a result of the merger.   Consumer protection The Trade Competition and Consumers' Protection Proclamation No. 813/2013 established the Trade Competition and Consumer Protection Authority. However, Trade Competition and Consumer Protection Authority was dissolved and its mandates has been transferred to the Ministry of Trade and Regional Integration since September 2021. Under this Proclamation, consumers have the right to be provided with accurate information on the quality and type of goods or services, and to claim for remedies in relation to problems associated with such transactions.   Data protection and privacy Ethiopia does not have a comprehensive law, which is specifically designed to regulate privacy and data protection issues. However, there are a set of rules contained in various pieces of legislation that guarantee the right to privacy in an indirect fashion.   Environmental law The law provides that all investors have an obligation to observe social and environmental sustainability values including environmental protection standards and social inclusion objectives in carrying out their investment projects. The specific laws on environmental protection in Ethiopia are the Environmental Pollution Control Proclamation No. 300/2002 and the Environmental Impact Assessment Proclamation No. 299/2002. Proclamation No.300/2002 imposes obligations on companies to prevent environmental pollution in the course of their operations and penalizes failure to do so.   Intellectual property (IP) Ethiopia acceded to the Convention establishing the World Intellectual Property Organisation (WIPO) in 1998. The Ethiopian Constitution of 1995 provides the foundation for protection of intellectual property rights. Additionally, the Inventions, Minor Inventions and Industrial Designs Proclamation No. 123/1995, the Copyright and Neighbouring Rights Proclamation No. 410/2004 (as amended by Proclamation No. 872/2014) and Trademark Registration and Protection Proclamation No. 501/2006 are in place to protect intellectual property rights.   Land rights The Constitution of Ethiopia provides that ownership of land belongs to the state and the nations, nationalities and peoples of Ethiopia. The Constitution similarly provides that the Government will ensure the right of private investors to use land on a lease holding basis. The Urban Land Lease Proclamation of 2011 gives investors the right to use of land on leasehold for periods of 15 years up to 99 years. The land cannot be mortgaged or sold, but the lease value of the land and the fixed assets thereon may be mortgaged or transferred to third parties. Regional governments and municipal administrations are authorised to allocate rural and urban land on rent lease in accordance with their respective laws.   Employment and labour relations Currently, the principal legislations that regulate private employment relationships in Ethiopia include the Labour Proclamation (Proc. No. 1156/2019), the 1960 Ethiopian Civil Code) and the Private Enterprise Employees Social Security Proclamation (Proc. No. 715/2011), as amended. These sets of law are complemented by different decisions of the Cassation Division of the Federal Supreme Court. Ethiopian labour law classifies employment relationships into managerial and non-managerial employment. The Labour Proclamation No. 1156/2019 governs non-managerial employees, and the Ethiopian Civil Code applies to managerial employees. The Proclamation defines ‘Managerial Employee’ as an employee who, by law or delegation, of the employer, is vested with powers to lay down and execute management policies, and depending on the type of activities of the undertaking, with or without the aforementioned powers, an employee who is vested with power to hire, transfer, suspend, layoff, dismiss, or assign employees, and includes a legal service head who recommend measures to be taken by the employer regarding such managerial issues, using his independent judgement, in the interest of employer.   Employment of foreign nationals Under Ethiopian law, employers can employ expatriates only for positions that could not be filled by Ethiopian nationals. Foreign employers may, however, employ expatriates for top management positions without any restriction.   Corporate governance Laws governing corporate governance The Ethiopian Commercial Code of 2021, the Banking Business Proclamation No. 592/2009, Bank Corporate Governance Directives No. SBB/62/2015, the Insurance Business Proclamation No. 746/2012 and the Commercial Registration and Business Licensing Proclamation No. 980/2016 are the principal sources on corporate governance.   Banking and finance The Commercial Code of 1960 (Book IV), the National Bank of Ethiopia Establishment Proclamation No. 591/2008, the Banking Business Proclamation No. 592/2008 (as amended), the Insurance Business Proclamation No. 746/2012, the Capital Goods Leasing Business Proclamation No. 103/1998 (as amended), the Registration and Supervision of Capital Goods and Capital Goods Leasing Agreement Regulation No. 309/2014, the Micro-Financing Business Proclamation No. 626/2009, and different directives of the National Bank of Ethiopia regulate the financial services sector in Ethiopia. Financial services are reserved for Ethiopian nationals and foreign nationals of Ethiopian origin. Foreign financial institutions are not allowed to operate in Ethiopia and foreign nationals and companies are prohibited from owning shares of local financial institutions. A foreign company may open a local bank account through its subsidiary or branch or representative offices duly registered in Ethiopia.   Foreign exchange regulations Ethiopia has a number of exchange control directives issued by the national bank of Ethiopia at various times. All capital brought in and invested in Ethiopia should be registered by the Ethiopian Investment Commission and the National Bank of Ethiopia. Technology transfer agreements should also be registered with the Ethiopian Investment Commission to avoid difficulties during repatriation. It is very important to comply with the requirements set forth above as subsequent requests for repatriation of profits and dividends and other payments depend in large part upon compliance with this requirement. Foreign investors having business in Ethiopia have the right to repatriation of profits and dividends accruing from their investments, principal and interest due on foreign loans, payments related to technology transfer, payments related to collaboration agreements, capital gains proceeds from transfer of shares or transfer of partial ownership to a domestic investor, proceeds from the sale or liquidation of the business and compensation paid to an investor under the investment laws.   Private equity The law requires that foreign investors should obtain approval from the Ethiopian Investment Commission in order to acquire shares of existing companies. The approval of the Ministry of Trade and Regional Integration (the successor of Trade Competition and Consumers Protection Authority on merger related issues) is also a requirement.   Tax, duties and tariffs The principal taxes currently in place are corporate income tax, value added tax (VAT), customs duties and excise taxes.  A number of final withholding taxes are imposed on income such as income from employment, dividend, and royalties. Ethiopia follows a classical corporate income taxation system in which tax is imposed both at corporate and shareholder level. Corporate income tax rate is 30% and dividend tax rate is 10%. All entities (except those currently enjoying income tax holidays) that carry on business or trade are subject to corporate tax. A business or a trade is defined as any industrial, commercial, professional or vocational activity or any other activity recognised as trade by the Commercial Code of Ethiopia and carried on by any person for profit. Partnerships are treated as entities for tax purposes and are therefore subject to corporate income tax. Distribution of dividends is subject to 10% withholding tax at the time of declaration of dividends by companies. Companies are liable for withholding of dividend tax regardless of whether they distribute dividends or not unless they transfer the dividends declared to increase their capital within the time limit set down in directives issued by the Tax Authorities. Interest on bank deposits is subject to 5% withholding tax, which is final. Interest paid on loan from foreign lender recognised as a financial institution by the National Bank of Ethiopia is subject to a 10% withholding tax, which again is final. The borrower in Ethiopia must withhold the 10% tax on a foreign loan in order to obtain deduction of the interest in Ethiopia. The withholding tax rates may be reduced by the provisions of an applicable double taxation treaty for non-resident shareholders but these reductions are subject to taxpayers meeting beneficial ownership limitations. Ethiopia has ratified double taxation treaties with countries like UK, France, Israel, Romania, Russia, Turkey, South Africa, Tunisia, Algeria, Yemen and Czech Republic. Capital gains tax applies to transfers of shares, bonds and buildings held for business purposes. The capital gains tax rate on transfer of shares or bonds is 30% of the gain. The capital gains tax on transfer of buildings held for businesses is 15% of the gain. VAT is chargeable on the supply of goods or services by registered suppliers. Suppliers are normally required to register for VAT if their annual turnover of supply exceeds one Million Ethiopian Birr. Some supplies are exempted from the VAT. These include financial services, educational, health and transportation services. Some supplies, most notably exports and international transport services, are zero-rated under the VAT regime of Ethiopia. Import duties are payable on imports by all persons and entities which have no duty-free privileges. The rate of customs duties ranges from 0% to 35%. Other taxes may also be imposed on imports: Excise duties on selected goods (e.g., tobacco); surtax on many imports; value added tax (15%) and an advance payment of corporate tax (3%). Most export products and services from Ethiopia are free from export tariffs. However, some exports from Ethiopia such as raw hides and skins are subject to export duties. Ethiopian investment and tax laws grant tax incentives in the form of duty free privileges for imports, income tax holidays, and in some cases income tax deductions. The tax incentives depend on the type, size and location of investments.    Charities and societies The major law that governs civil society organizations (CSOs) in Ethiopia is the Civil Society Organisations Proclamation No. 1113/2019 (the ‘Proclamation’). There are major aspects and significant developments of this law as compared to the previous law and regime which placed excessive restrictions.   Mining and energy Ethiopian Constitution Provides for State form of land and resource tenure. The fast-growing mining sector, primarily as a result of the foreign direct investment, in Ethiopia, has necessitated the revision of antiquated mining laws that were in place. Currently, there are a number of laws that govern mining operations, petroleum operations, and transaction in precious minerals. The laws that currently regulate the industry include: Mining Operations Proclamation No. 678/2010; Mining Operation (Amendment) Proclamation No. 816/2013; Petroleum Operations Proclamation No. 295/1996; Mining Operations Regulation No. 423/2018 and Transaction of Precious Minerals Proclamation No. 651/2009. The laws regulate the requirements and procedures for acquiring the different licenses (Reconnaissance, Exploration and Mining) that are required to undertake various activities associated with mining and minerals. The rights and duties that these licenses carry are also dealt with under these laws. These laws task, among others, the FDRE Ministry of Mines and Petroleum and the respective regional bodies to license and supervise entities that are involved in the mining industry. Investments in the Ethiopian energy sector are regulated principally by the Energy Proclamation No. 810/2013 (as amended by Proclamation No 1085/2018), the Energy Regulation No. 447/ 2019, Geothermal Resources Development Proclamation No. 981/2016 (as amended by Proclamation No. 1204/2020) and Regulations No. 453/2019, EEA Directive No. 418/2020 and Ethiopian Energy Authority Establishment Regulation No. 308/2013. Pursuant to the Investment Proclamation No. 1180/2020, the business of generation of electricity as well as off- grid transmission and distribution are open to foreign investors either to carry out the investment in a solely foreign- owned entity or through a joint venture with a local company or the government.   Real estate and conveyancing Ethiopia's current investment policy not only encourages foreign investment in the real estate sector but it is 100% free and suitable for foreigners to enter into the sector. Nonetheless, there are no duty free privileges or any other incentives provided by the government to the sector.   Legal framework The 1960 Civil Code of Ethiopia, Urban Land Lease Holding Proclamation No. 721/2011, Investment Proclamation No. 1180/2020, Ethiopian Building Proclamation No. 624/2009, Building Regulation No. 243/2011 and the Building Directive, are the principal laws that govern land and real estate matters in Ethiopia. However, Real estate is one of the under regulated sectors in Ethiopia. Since there is no single law that specifically applies to the sector, there exists a huge gap in laws that govern the area. A draft proclamation that provides for Real Estate Development, marketing and valuation has been in the in the pipeline for quite some time now. The Urban Land Lease Holding Proclamation of 2011 gives investors the right to use of land on leasehold for periods of 15 years up to 99 years. The period of urban land lease is currently 99 years for residential purposes and 60 years for land acquired for commercial purposes. The land cannot be mortgaged or sold, but the lease value of the land and the fixed assets thereon may be mortgaged or transferred to third parties. Regional governments and municipal administrations are authorised to allocate rural and urban land to investors on lease in accordance with their respective laws.   Requirements An investor who wants to develop real estate in Ethiopia must first secure an investment permit from the Ethiopian Investment Commission provided that it fulfils all requirements such as proof of a minimum capital of USD200,000 for a wholly foreign owned investment and USD150,000 for a joint investment of foreign and domestic investors, and payment of registration and permit fees. Any foreign real estate developer may acquire land in Ethiopia through lease from the government or a private contract. An investor who acquires land under a lease has to enter into a land lease agreement with the Government. Once the necessary permits and certificates have been acquired, an investor must then apply for and be issued with a construction permit from the competent office, on presentation of documents such as the proposed building plan and a land lease certificate.   Exiting an investment Disposal of investment Shareholders can dispose their shares in companies through direct sale to willing third party purchasers. There is also a possibility under the Ethiopian Commercial Code for companies to redeem their own shares. Shareholders may also agree to contractually provide for call options in company bylaws or shareholders/investment agreement in accordance with which the sale or purchase of shares can be enforced under specified conditions.   Listing There is no stock exchange market in Ethiopia.  The Capital Market Proclamation No. 1248/2021 was came in to force in July 2021. This Proclamation established Ethiopian Capital Market Authority with a mandate to regulate secondary market in Ethiopia. There are ongoing activities to establish securities exchange in Ethiopia.   Stock acquisition, asset acquisition and business acquisition The Ethiopian Investment Commission must approve the acquisition of shares of existing companies by foreign investors and the Ethiopian Trade Competition, and Consumer Protection Authority should approve an acquisition of share interests in existing companies in Ethiopia.  Ministry of Revenue should issue tax clearance to the existing company before the acquisition of shares.   Investment protection In Ethiopia, no investment can be expropriated or nationalised by the government except for public interest and then, only in conformity with the requirements of the law. The Constitution of Ethiopia protects private property. The Investment Proclamation also provides investment guarantees against measures of expropriation and nationalisation. In the event of expropriation or nationalisation, adequate compensation has to be paid in advance. Ethiopia is a member of the World Bank affiliated Multilateral Investment Guarantee Agency (MIGA), which issues guarantees to investors against non-commercial risks such as expropriation. Moreover, Ethiopia has also concluded bilateral investment promotion and protection agreements with various countries. Ethiopia has also signed (but not ratified yet) the Convention on Settlement of Investment Disputes between States and nationals of other states. Ethiopia acceded to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) and the New York Convention entered into force in Ethiopia as of 22 November 2020.   Firm overview Mehrteab & Getu Advocates LLP (“MLA) is a leading full-service law firm in Addis Ababa. MLA is staffed with high-calibre lawyers who are accomplished in their fields of expertise as well as support staff which include legal assistants and other office personnel.   Practice areas Arbitration and litigation Aviation Banking and finance Charities and societies Contract negotiation and drafting Corporate and commercial Employment and immigration Hospitality and leisure Intellectual property Investment Mergers and acquisitions Mining and energy Private equity Real estate and conveyancing Sovereign debt Tax Website www.mehrteableul.com

Sweden

1. 5 REASONS TO DO BUSINESS IN SWEDEN Below we have listed five main advantages of doing business in Sweden: 1. Sweden is an impressive supplier of innovative solutions and products in a broad range of business areas particularly in the tech sector. Sweden is being regarded as an incubator for high-tech start-ups. The Swedish consumers are open and susceptible to new ideas and new technology and many companies use Sweden as a test market for new products and solutions. 2. By doing business in Sweden you will have access to the Nordic market and, since Sweden is a member of the European Union (“EU”), also to the market consisting of all the EU member states. 3. Sweden is a country that values research and education. There is close academic and industrial collaboration, which facilitates innovative business ventures. 4. Sweden is a country with a high level of productivity, low company taxation and is well positioned when it comes to education and health care levels. 5. Limited bureaucracy and administrative hurdles facilitate business operations in Sweden. 2. THE SWEDISH BUSINESS ENVIRONMENT Economic climate The Swedish economy had a robust growth between 2016 and 2018, sustained by growing public spending, domestic demand and exports. In 2019 the economy slowed down and GDP increased moderately. Together with Denmark, Finland and Norway, Sweden forms part of the Nordic market which is the 11th largest economy in the world. Industry, telecommunications and IT, as well as new technologies and biotechnologies are important and successful business sectors The industrial sector is a significant business sector in Sweden and is spearheaded by internationally renowned companies such as Volvo, Ericsson, Scania, AstraZeneca, AtlasCopco, Electrolux, Ikea, TetraPak and H&M. Important manufacturing include industrial equipment, paper, electronic equipment, industrial food processing and pharmaceutical products. Telecommunications and IT as well as new technologies and biotechnologies are also important and successful business sectors. Sweden is an important country for start-ups Due to the close academic and industrial collaboration between companies and the Swedish universities, Sweden is a successful country when it comes to start-up companies. There is also close collaboration between the universities as such. The Stockholm School of Entrepreneurship is a collaboration between Stockholm University, the Royal Institute of Technology (KTH), Stockholm School of Economics, Karolinska Institutet (KI) and the University College of Arts, Crafts and Design (Konstfack) and the aim is to provide the students with education, training and inspiration in applied entrepreneurship. Sweden has produced a number of highly successful start-up companies such as the video game developers King and Mojang, the fin-tech companies Klarna and IZettle, and the music streaming service Spotify. Trends relating to publicly traded companies The Swedish IPO market has been notably strong in recent years. 2019 turned out to be a rather solid year, although not as strong as the previous years, in terms of, inter alia, the number of listings (where 2017 was a record year). The sectors with the most listings during 2019 were real estate and pharmaceuticals. As a consequence of the continued favourable market conditions of the securities markets (with indices reaching all-time high levels), IPOs have continued to play an important role with respect to exit strategies of e.g. private equity companies. 3. BUSINESS VEHICLES IN SWEDEN – THREE MAIN CATEGORIES Three main categories of business vehicles With regard to the formation of companies in Sweden, there are three main categories of business vehicles; limited liability companies (Sw. aktiebolag, “AB”), unlimited partnerships (Sw. handelsbolag, “HB”), and limited partnerships (Sw. kommanditbolag, “KB”). A foreign company may also choose to conduct its business in Sweden through a Swedish branch (Sw. filial). Generally the most commonly used business form in Sweden is the limited liability company. With regard to foreign companies seeking to establish presence in Sweden, they typically tend to choose to do so through a limited liability company or through a branch, rather than through an unlimited or limited partnership. Limited liability companies In a limited liability company, the shareholders are not liable for the company’s obligations. Limited liability companies are divided into two categories; private and public companies. Only public companies may issue shares to the general public. There is also a difference in the minimum required share capital, where public companies must have a share capital of at least SEK 500,000, and private companies only SEK 25,000. Partnerships In an unlimited partnership, the partners are jointly and severally liable for all of the partnership’s obligations. In a limited partnership, at least one of the partners must assume unlimited liability for the partnership’s obligations. The other partners, however, are not liable for such obligations. Branches A branch constitutes a local division of a foreign limited liability company, and is in other words not a company that is incorporated in Sweden. As the branch is part of the foreign-based company, and not a separate legal entity, the owner’s liabilities depend on the legal structure of the foreign company. A branch must be registered with the Swedish Companies Registration Office (Sw. Bolagsverket). 4. THE CORPORATE GOVERNANCE MODEL FOR SWEDISH LIABILITY COMPANIES Voting rights and economic rights The general rule is that all shares of a Swedish limited liability company hold equal rights. However, the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)) provides for the possibility to assign different rights to different classes of shares, both with regard to voting rights and economic rights. However, no share may carry a voting right that is ten times higher than that of any other share in the same company. Corporate governance The Swedish Companies Act sets out the basic governance model for Swedish limited liability companies. In short, the Swedish Companies Act specifies that each public Swedish limited liability company must have three decision-making bodies in a hierarchical structure to one another: (i) the general meeting of the shareholders (Sw. bolagsstämma), (ii) the board of directors (Sw. styrelse) and (iii) the CEO (Sw. verkställande direktör). Publicly listed companies are also required to have at least one approved or authorized auditor. The auditor is to be appointed by the general meeting of the shareholders. In addition to the Swedish Companies Act, many publicly listed companies must apply the Swedish Corporate Governance Code (Sw. Svensk kod för bolagsstyrning) (on a “comply or explain” basis), which sets out “best practices” for what is to be considered “good” corporate governance in Swedish limited liability companies whose shares or depositary receipts are listed on a regulated market in Sweden. The general meeting of the shareholders The general meeting of the shareholders is the supreme decision-making body of a Swedish limited liability company. It constitutes the forum where the shareholders of the company may exercise their influence over the company. Each shareholder has a statutory right to participate in the shareholders meeting and to vote (in person or by way of proxy) based on the number of shares owned. The general meeting of the shareholders can decide upon any company matter, excluding such decisions that fall within the exclusive competence of the board of directors (e.g. dividend proposals), the CEO or the auditor. Furthermore, the general meeting of the shareholders has exclusive decision-making power in certain matters, such as amendments to the articles of association or the appointment of board members and the auditor(s). In general, resolutions at the general meeting of the shareholders are passed by simple majority vote, however certain decisions require qualified majority. The board of directors The board of directors is the second highest decision-making body and the highest executive body. The board of directors has a very broad mandate and may decide upon more or less all operational matters as well as any other matters which do not fall within the exclusive competence of the general meeting of the shareholders, the CEO or the auditor(s). The members of the board of directors are appointed by the general meeting of the shareholders. The board of directors is responsible for the administration of the company and management of the company’s affairs. For example, the board of directors is responsible for setting out the overall operational goals and long and short term strategies for the company as well as adopting decisions which are not of a “day-to-day” character. Any decision that has a long term effect on the company should, in principle, be adopted by the board of directors. The board of directors is further responsible for allocating work and duties between the board of directors on the one hand, and between the CEO and other by the board established committees (e.g. remuneration committee), on the other. The board of directors must introduce written instructions on how matters, outside the “day-to-day” business of the company, shall be reported to the board of directors. It should be noted that the Swedish Companies Act stipulates that the members of the board of directors are subject to a duty of loyalty towards the company, entailing a fiduciary duty for the board members to always act in good faith as an independent corporate body and always act in the best interests of the company. This duty of loyalty further includes that the board members observe strict confidentiality in relation to information they have obtained in their capacity as members of the board of directors. The CEO The role of the CEO is mainly to administer and manage the “day-to-day” operations of the Company, in accordance with the instructions and guidelines provided by the board of directors. The “day-to-day” management of the company entails, inter alia, making decisions regarding the operations that are of regular nature and monitor the work of the company’s employees. What falls under the term “regular nature” is of course dependent upon several factors, including the size and nature of the company’s business. Any matter of unusual or exceptional nature, taking into account the scope and nature of the company’s business, is not considered to form part of the “day-to-day” management. 5. DOING PRIVATE AND PUBLIC M&A – KEY ITEMS TO KEEP IN MIND WHEN CONSIDERING OR CARRYING OUT M&A TRANSACTIONS IN SWEDEN Private M&A transactions in Sweden As regards business acquisitions of limited liability companies in Sweden, the most common structure is to acquire all shares of the target company. However, the acquisition may also be carried out as an asset transfer. The second alternative may be more beneficial under certain circumstances, for example if the target company holds assets and/or liabilities that the buyer wishes to exclude from the transaction or if regulatory clearances prevent a share deal. The most predominant form of payment in Swedish private M&A transactions is cash payment. However, payment in shares or a combination of shares and cash is also permitted and commonly used. The most important steps of a private M&A transaction in Sweden are: - Pre-contractual arrangements, e.g. entering into a letter of intent, for the purpose of facilitating further negotiations between the seller and a prospective buyer. - The buyer will conduct a due diligence review (business, financial, tax, legal, technical, environmental etc.), based on the information provided by the seller (usually in virtual a data room). The need for a buyer to be thorough when conducting its due diligence review is underlined by the fact that it is market practice in Swedish private M&A share sale and purchase agreements, that all information included in the due diligence data room in reasonable detail and context is considered “disclosed” to the buyer in a way that excludes seller liability, in case of breach of a seller’s warranties where the circumstances constituting the breach are fairly disclosed in the data room. - The parties entering into a sale and purchase agreement, including provisions on inter alia purchase price mechanisms (for adjusting the price between signing and closing), provisions on warranties (including warranty periods, warranty thresholds, etc.), conditions precedent (e.g. obtaining relevant regulatory approval from supervisory authorities), non-compete clauses and confidentiality clauses. - It should be noted that the use of warranties & indemnities insurances is common in Swedish private M&A transactions to limit the seller’s liability in case of warranty breaches. Public M&A transactions in Sweden An acquisition of a publicly listed company in Sweden will most often be structured as a friendly takeover offer to the shareholders of the target company and it is customary to seek approval from the board of directors of the target company as well as certain majority shareholders (prior to launch of the offer). Without going into detail regarding the process for an acquisition of a publicly listed company, a few items may be highlighted that should be kept in mind when contemplating a public M&A transaction in Sweden: - The scope of a due diligence is often more limited compared to a private deal. It is up to the target board of directors to resolve whether it considers an offer to be of a serious nature and, if so, whether it should allow for the offeror to receive detailed information for due diligence purposes. However, it should be noted that the target board of directors is in all situations obligated to act in the best interest of the shareholders of the target company. The Swedish Takeover Rules require that a due diligence exercise is equally applied among competing offerors and, consequently, the board of directors of the target company will in most cases be compelled to disclose the same information to competing offerors, with the exemption of e.g. the case where an offeror is a competitor to the target company. - As a general rule, offer-related arrangements in public M&A transactions are normally not permissible in Sweden, albeit with certain exemptions for confidentiality commitments and non-solicitation undertakings. - With respect to companies listed on a regulated market in Sweden, an offeror (as well as anyone else) is required to notify the Swedish Financial Supervisory Authority and the target company as soon as possible, but at the latest normally three trading days following the day on which the party with a duty to notify entered into an agreement regarding the acquisition or transfer of shares or any other change to the shareholding occurred, when such change in shareholding entails that the offeror’s holding (including e.g. shares held in treasury and shares held by subsidiaries) reaches or exceeds, or falls below, any of the following percentages of the target company’s total shares or voting rights: 5% and every subsequent 5%, up to and including 30%. 50%. 66⅔%. 90%. It could be noted that the disclosure requirement applies not only to shares, but also to depositary receipts entailing a right to vote for the shares which the depositary receipts relate to, financial instruments which entitle the holder to purchase already issued shares as well as financial instruments having an economic effect similar to that of financial instruments that entitle the holder to purchase already issued shares. The Swedish Financial Supervisory Authority will make the relevant information public. 6. FOREIGN INVESTMENTS No restrictions There are generally speaking no restrictions discriminating foreign investments in Sweden, and a shareholder of a Swedish company may reside anywhere in the world. It should nevertheless be noted that some businesses require licenses. For example, foreign banks with subsidiaries or branches in Sweden must be authorized by, and/or registered with, the Swedish Financial Supervisory Authority. 7. THE SWEDISH LEGAL SYSTEM A civil law system The Swedish legal system is a civil law system, based primarily on statutes and regulations which are supported by preparatory works and case law. Sweden has no federal system. Since Sweden is a member of the EU, a large amount of the legislation affecting Sweden is enacted by the EU. Some of these laws are directly applicable without any actions from the Swedish Parliament, while others must be implemented in Swedish legislation before they can take effect. With regard to EU laws, the main source of interpretation is verdicts from the Court of Justice of the EU. The Swedish courts There are three kinds of courts in Sweden; the general courts, the administrative courts and the special courts. The general courts handle criminal and civil cases and also decide on matters like adoption, bankruptcy and special representatives. The court of first instance is the District Court. There are 48 district courts spread out in the country, each court covering a certain district and thus trying cases with a certain link to that particular district. Verdicts of the District Court may be appealed to the Court of Appeal (there are six courts of appeal covering different parts of the country) and ultimately to the Supreme Court. For certain cases to be tried by the Court of Appeal, one must first be granted a leave to appeal. A leave to appeal is always required for a case to be tried by the Supreme Court. The administrative courts handle disputes between the community and individuals, for example tax and social insurance cases. A special court resolves disputes within a certain legal area, such as the Labour Court, the Land and Environment Court (which mainly handles environmental cases and cases regarding property registration or planning and building matters) and the Patent and Market Court (which handles cases and matters concerning intellectual property law, competition law and marketing law). 8. DISPUTE RESOLUTION Public court proceedings As a general rule, all court hearings are public and all documents handed in to the courts will become official documents that can be accessed by the public. This is one of the key reasons why Swedish commercial contracts often include arbitrations clauses. Arbitration Civil disputes may also be resolved outside the public court system through the arbitration institute. The arbitration procedure is usually quicker than the public court proceedings and offers more flexibility since the parties may agree on the detailed procedure. The parties may also agree to keep the procedure confidential. Another advantage of arbitration is that the parties are able to appoint arbitrators who will solve the dispute, which means that they may choose arbitrators with the desired competence and expertise needed to solve the dispute at hand. The arbitration procedure renders an arbitral award which is enforceable in the 150 countries that have ratified the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Arbitration is a one-instance procedure and thus, it is not possible to appeal an arbitration award on material grounds. The Stockholm Chamber of Commerce is a popular forum for arbitration The Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”) is a very popular forum for solving international disputes and the SCC is also one of the world’s leading institutes for resolving investment disputes. For the SCC to have jurisdiction to solve a dispute, the parties must have agreed that the dispute shall be resolved by arbitration under the SCC Arbitration Rules. Usually the parties include an arbitration clause in their business agreement but the parties can also agree to settle the dispute by arbitration after the dispute has arisen. 9. INTELLECTUAL PROPERTY RIGHTS AND BUSINESS SECRETS – HOW TO PROTECT THEM Categories of intellectual property rights The categories of intellectual property rights in Sweden are patents, trade marks, registered designs, copyright and trade secrets. When conducting business in Sweden, it is important to know the relevant rules regarding scope, legal requirements, registration processes and length of protection etc., in order to ensure that intellectual property assets of the company are protected against infringements. It should initially be noted that intellectual property rights in general have been subject to rather extensive legislative measures (e.g. directives and regulations) from the legislative bodies of the EU. Consequently, the intellectual property rights of the member states of the EU have been harmonized to a rather large extent. Patents A patent comprises an exclusive right to exploit/use an invention. In order for an invention to be patentable, certain requirements have to be met, for example that the invention has to be “new”, materially differ from any previous inventions and involve an inventive step and be industrially applicable. Protection of patents is obtained by applying for a registration of the patent with the Swedish Patent and Registration Office (Sw. Patent- och registreringsverket,“PRV”). If the patent application is accepted by the PRV, protection is obtained. A registered patent remains valid and the holder enjoys protection of the patent for a maximum of 20 years following the date of application, subject to the holder of the patent paying the annual renewal fees. Trademarks Trademark protection entails an exclusive right to use the trademark in relation to goods and/or services and in marketing. In order for a trademark to be granted protection the mark/symbol must reach a certain level of distinctiveness (trademarks cannot solely be descriptive of goods and services). Furthermore, the trademark must not be confusingly similar to other trademarks. There are several other requirements or possible hindrances in registering a trademark, detailed in the Swedish Trademarks Act (Sw. Varumärkeslagen (2010:1877)). Trademark protection can be obtained either by (i) filing an application to have a trademark registered with the PRV or (ii) obtain protection “through use” in situations where the trademark has reached a certain level of notoriety. For the sake of clarity, trademark protection through use does not require a formal registration with the PRV. You are able to maintain trademark protection indefinitely. However, if the protection has been obtained through registration with the PRV, the registration must be renewed every ten years. Registered designs Registered designs offer protection for the appearance or features of a product, for example the colour or shape of the product, preventing others from using the design. In order to obtain protection as a registered design, the design must be new, be of an individual character and the design must not be solely determined by the product’s technical function. The protection is obtained by filing an application for registration with the PRV and, assuming that the application is accepted, the registered design is protected for a maximum of 25 years, subject to payments of renewal fees every five years. Copyright Copyright protection entails an exclusive right for the copyright holder to make copies of the work and to make it available to the public (commonly referred to as the economic rights). The Swedish Copyright Act (Sw. lagen (1960:729) om upphovsrätt till litterära och konstnärliga verk) however, contains certain exemptions from the exclusive rights, it is for example permitted to produce copies for private use or to produce certain temporary copies of works. Copyright protection is granted to any work of literary or artistic nature, assuming that the work in question reaches a certain level of originality and distinctiveness (Sw. verkshöjd). Copyright protection does not require any registration proceedings but arises automatically in connection with the work being created (and assuming that the requirements set out above are met). Furthermore, there is no possibility to have copyright protection registered in Sweden. The length of the protection varies depending on the type of work, but the general rule is that copyright protection lasts up until and including the 70th year following the death of the original author/creator of the work in question. Trade Secrets Another category of intellectual property rights within the Swedish jurisdiction is that of trade secrets, governed by the Swedish Trade Secrets Act (Sw. lagen (2018:558) om företagshemligheter). Trade secrets can comprise both technical and non-technical information within a company, such as records of customers and suppliers as well as business plans or strategies. Given certain requirements, e.g. that the holder of the trade secret has taken reasonable steps to ensure the confidentiality of the trade secret and the disclosure of the trade secret would harm the holder (from a competition standpoint), the Swedish Trade Secrets Act provides certain protection against unlawful disclosure or use of trade secrets. Trade secrets do not require any formal registration and is protected automatically and for as long as the information is kept confidential. In cases of unlawful disclosure or use of trade secrets, both civil and criminal liability may arise. Enforcement and remedies The enforcement and remedies available in cases of intellectual property infringements are largely the same irrespective of which category of intellectual property right that has been infringed upon. Frequently used remedies (depending on the nature of the infringement and intellectual property right) include interim injunctions (e.g. information injunctions) and claim for damages. Under certain circumstances, criminal liability may also arise for an infringing party. 10. EMPLOYMENT LAW – WHAT TO THINK ABOUT AS AN EMPLOYER IN SWEDEN Trade unions and their strong position in Sweden Trade unions have a strong position in Sweden. Collective agreements (Sw. kollektivavtal) between employer and employee trade unions supplement and fill in gaps in the employment legislation. An employer has a vast obligation according to the Employment Co-Determination in the Workplace Act (Sw. lagen (1976:580) om medbestämmande i arbetslivet) to negotiate with employee trade unions regarding changes in business activities or significant changes to employment terms and conditions. The employer must on its own initiative, negotiate with a relevant employee trade union, prior to taking decisions regarding material changes in its business activities and prior to decisions upon more significant changes to the working or employment terms and conditions for employees who are members of that trade union. An employee trade union is entitled to negotiate with an employer on any matter relating to the relationship between the employer and any member of the trade union who is, or has been, employed by the employer. Upon the request of an employee trade union, an employer must, as a general rule, negotiate with the union before taking or implementing a decision which affects a member of that trade union. An employee who has been appointed by its trade union to represent the rest of the employees at a specific workplace is protected by law against reprisals et cetera due to the performance of trade union duties. According to the Swedish Union Representatives Status in the Workplace Act (Sw. lagen om facklig förtroendemans ställning på arbetsplatsen) such an employee is entitled to necessary leave in order to perform trade union duties, provided however, that the leave is not of greater scope than is reasonable and that it is not scheduled so that it significantly disrupts the due progress of work. Strong employment protection The employment protection is strong in Sweden. A termination by the employer must be based on objective grounds. There are two legal grounds for terminating an employment; redundancy (Sw. arbetsbrist) or personal reasons (Sw. personliga skäl). In order to terminate an employment due to personal reasons, the employer must be able to present valid grounds for such termination. Potential grounds for termination may for example be misconduct at the workplace, difficulty to work together with the other employees or disloyal behavior (such as the disclosure of trade secrets). As a general rule the employer must first consider whether it would instead be possible to reassign the employee. Before terminating the employment due to personal reasons, the employee must first, as a general rule, be warned that termination of the employment could be the result unless the employee changes its behavior. The notice of termination must be made in writing and the employer must notify the employee at least two weeks before handing over the notice of termination. If requested by the employee, the employer must express the reasons for termination in writing. If the employee is a member of a trade union, the union must be notified at least two weeks before the notice of termination is handed over to the employee. The trade union will then have one week to request negotiations with the employer. Depending on the previous duration of the employment there will be a statutory notice of termination period (Sw. uppsägningstid) of one up to six months, during which the employee is entitled to retain wages and other employment benefits. Deviations from the statutory notice of termination period (referenced above) may, under certain circumstances, be made through individual employment agreements or collective agreements. If the employee has grossly disregarded its obligations to the employer, there may be grounds to dismiss the employee. Such dismissal is effective immediately, however the employer must notify the employee and trade union (if applicable) of the dismissal at least one week in advance. Parental leave, annual leave and working hours Pursuant to the Working Hours Act (Sw. arbetstidslagen (1982:673)), a normal working week in Sweden shall not exceed 40 hours of work. Overtime is permissible, but generally limited to 48 hours per every four week period, and 200 hours during a calendar year. It may be noted that the regulation of working hours does not apply to, inter alia, people in managerial positions. Further, deviation from the Working Hours Act may be determined through collective agreements. As a main rule, the Annual Leave Act (Sw. semesterlagen (1977:480)) provides that an employee shall be entitled to 25 days of annual leave. Unless otherwise agreed, the annual leave shall be scheduled so that the employee enjoys at least four weeks of continuous holiday during the period of June to August. Although the scheduling of annual leave is normally mutually agreed upon by the employee and the employer, the employer has the final say as regards such scheduling. It should also be noted that many of the rules in the Annual Leave Act may be deviated from through collective agreements. According to the Swedish Parental Leave Act (Sw. föräldraledighetslagen (1995:584)), both parents are entitled to parental leave and parental allowance in Sweden. The parents share a total of 480 days of parental allowance between them. 90 days of parental allowance are reserved for each parent, but outside these days, the parents are free to distribute the parental leave and allowance between them. Lastly, it should be noted that an employee is entitled to parental leave from the first day of employment. 11. THE IMPORTANCE OF PROTECTING PERSONAL INTEGRITY – THE GDPR AND HOW TO HANDLE PERSONAL DATA Personal integrity is an important question for Swedish citizens Personal integrity is a highly relevant and important question in the Swedish society, not least due to the vast use and influence of social media. According to an integrity report from the Data Protection Authority (Sw. Datainspektionen), three out of four Swedish citizens express a concern regarding how their personal data is being processed and one out of six have already made use of a right afforded to data subjects under the GDPR. Infringements of the GDPR may not only render considerable administrative fines and a liability to pay damages to the persons whose data is being processed, but may also create badwill for the company due to the media interest in reporting data incidents and other failure to comply with the GDPR. Thus, for a company doing business in Sweden, GDPR compliance is of high importance. Main principles and requirements according to the GDPR As a controller of personal data (meaning that the company is the one determining the purposes and means of the processing of personal data), the company has certain obligations according to the GDPR with regard to the processing of personal data. In short, personal data may only be collected for specific, explicitly stated and legitimate purposes, the personal data must be accurate, no more data than necessary shall be processed and the processing may only occur if there is a legal ground for the processing. There are six possible legal grounds for processing of personal data according to the GDPR, namely that 1) the data subject has consented to the data being processed; 2) the processing is necessary for the performance of a contract to which the data subject is a party or in order to take steps at the request of the data subject prior to entering into such a contract; 3) the processing is necessary for the controller to comply with a legal obligation; 4) the processing is necessary in order to protect the vital interests of the data subject or of another natural person; 5) the processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller; or 6) the processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party. The personal data must be erased when it is no longer necessary and the controller is obligated to protect the personal data from unauthorized access, loss or destruction. The company also has an obligation of being able to demonstrate how it complies with the GDPR. There are also vast obligations with regard to informing the data subjects of the processing and of their rights according to GDPR. Five steps towards GDPR compliance Below we list five initial measures to be taken towards GDPR compliance: Do an inventory of what personal data you process and where it is stored. Keep a registry of the personal data you process and the purposes for the processing in accordance with article 30 of the GDPR. Establish policies for the processing of personal data in order to fulfill the GDPR requirements of information to the data subjects regarding the categories of data being processed, purpose of the processing, the data subject’s rights according to GDPR et cetera. Apart from establishing a policy regarding the processing of customer data, do not forget to establish a policy with regard to your employees and their data that you process within the framework of the employment. As a suplement to the policies, establish clear routines regarding the processing of personal data within the company and make sure that your employees are educated regarding GDPR and the processing of personal data. Make sure that you have taken accurate and appropriate security measures in order to protect the personal data and formalize it in an IT security policy. 12. COMPETITION LAW - PROHIBITIONS AGAINST ANTICOMPETITIVE COOPERATION AND ABUSE OF DOMINANT POSITION Swedish competition law Being a member of the EU, Swedish competition law is based on the EU competition rules. Consequently, the Swedish Competition Act includes prohibitions that are practically identical to those found in the Treaty of the Functioning of the EU. In many instances, the Swedish Competition Authority (Sw. Konkurrensverket) applies the Swedish rules and the EU rules in parallel. Prohibition against anticompetitive cooperation and abuse of dominant position The two main prohibitions, namely the prohibition against anticompetitive cooperation and the prohibition against abuse of dominant position, are more or less a mirror of the corresponding bans in EU law. As a starting point, all agreements between undertakings, which have the distortion of competition as their object or effect, are prohibited under Swedish competition law. This entails, inter alia, that competing businesses or non-competing businesses may not form agreements on e.g. prices, market-sharing or bid rigging. However, it may be noted that non-competing businesses, in some cases, are not within the scope of this prohibition. Further, any abuse of a dominant position is prohibited. This entails that a company may not exploit its market power, e.g. through setting its prices below its costs or through refusing to supply. Smaller businesses are not, as a starting point, within the scope of the ban. Sanctions The Swedish Competition Authority may demand that a breaching company ceases with the breaching activities. The authority may also request that the Patent and Market Court imposes a fine on the breaching company. Such fines may amount to a maximum of 10 % of the company’s annual turnover. Additionally, Swedish competition law also stipulates that damages may be payable in the event of a breach of the act. This entails that a company that has suffered damages as a result of another company’s breach of competition law, may be entitled to damages. 13. SUMMARY To sum up, there are several matters to consider when establishing a business in Sweden. Some of them are purely commercial while others require legal considerations, such as the choice of business vehicle, corporate governance and the protection of intellectual property rights, the employment law regulations and processing of personal data in compliance with the GDPR. The advantages of doing business in Sweden are several, among other things the access to the Nordic as well as the EU market and the modern and innovative business climate. For start-up companies, the Swedish consumers’ susceptibility to new ideas and new technology makes Sweden an important platform for launching new products and new solutions.