Sweden
Shipowner Eligibility
A vessel shall be considered to be Swedish and entitled to fly the Swedish flag if it is owned to the extent of more than one half by Swedish nationals or Swedish legal persons. The following vessels shall, however, not be considered as Swedish, if they are registered in an official Vessel Register in any other country than Sweden within the European Economic Area:
• Vessels which are part of an economic activity established in the register country, if the vessel’s management is conducted from that country.
• In cases other than those covered above, a vessel shall be considered to be Swedish and be entitled to fly the Swedish flag if the vessel entered into such ship or boat register as is mentioned in section 2 (Act 1997:266)
.• Vessels which are not part of an economic activity if the vessel is normally stationed in the register country and is owned to the extent of more than one half by physical persons living in the register country by virtue of the rules of free movement for persons within the European Community or the European Economic Area. (Act 1997:266)
The Government or the National Maritime Administration, upon governmental authorization, may grant Swedish nationality and the right to fly the Swedish flag to vessels other than those mentioned above. Such permission may be given only if the operation of the vessel is essentially under Swedish control or the vessel owner has permanent residence in Sweden. The Government may issue regulations concerning documents of nationality for Swedish vessels. In doing so, the Government may prescribe what shall be observed with respect to such documents, as well as prohibit the operation of a vessel subject to registration duty, or actually registered without having a valid document of nationality. (Act 1997:266).
A ship which shall be considered to be Swedish according to the above shall be registered in the Register of Ships. Of other ships, the following shall be registered in the Register of Ships at the owner’s demand:
• Ships which are part of an economic activity which has been established in Sweden, provided that the operation of the ship is conducted and controlled from Sweden, and the ship is owned to the extent of one half or more by physical persons who are nationals of a country within the European Economic Area, or by legal persons established according to the legislation of such a country, and which have their seat, head office or principal operation within the same Area.
• Ships which are not part of an economic activity, if the ship is normally stationed in Sweden, and is owned to the extent of one half or more by physical persons resident in Sweden who are either Swedish citizens or are in Sweden by virtue of the rules of free mobility for persons within the European Community or the European Economic Area.
The Government may ordain that ships owned by the State and appropriated exclusively to Government and not commercial service shall not by entered into the Register.
About the Flag
Sweden is a constitutional monarchy located in Northern Europe bordering the Baltic Sea, the Gulf of Bothnia and Skagerrak between Finland and Norway. It is a member of the OECD, the UN, and the IMO. The King is the Chief of State; the Prime Minister is the Head of Government. There is a unicameral parliament. Stockholm is the capital and Swedish is the main language, though English is widely spoken, as are Finnish and Lapp to a lesser degree. There is a civil law system with customary law influences. An industrial country, Sweden has one of the highest living standards in the world with a mixed system of high tech capitalism and extensive welfare benefits. It has a modern distribution system, excellent internal and external communication, and a skilled labor force. Principal exports are machinery, motor vehicles, paper products, pulp and wood, and iron and steel products. Major trading partners include the EC countries and the United States. The unit of currency is the Swedish krona.
Registration of ships and other maritime matters are covered in the Swedish Maritime Code (1994:1009). In 1997, following Sweden’s membership in the EU, the legislature put new legislation in place detailing in which situations a vessel shall be considered Swedish and entitled to fly the Swedish flag and in what situations egistration must be or can be made in the Swedish Ship Register. According to the 1997 regulation, a managing owner for a shipping partnership may be a natural person or a legal entity. There are two separate registers, the Register of Ships and the Register of Ships under Construction (jointly referred to as the Ship Register).
Company Formation
The regulations regarding companies limited by shares are found in the Swedish Companies Act (1975:1385). A company may be either private or public. The share capital for private companies must be at least SEK 100,000.00 and for public companies at least SEK 500,000.00.
Shares of private companies may not be traded on the Stock Exchange. The face value of the shares can be set at any amount but all shares must have the same face value. Different types of shares are permitted, e.g. for voting rights. However, unless otherwise provided for in the Articles of Association, all shares have equal rights in the company. In principle, any person or legal entity, regardless of nationality, can own shares in Swedish companies. A company may not subscribe to or acquire its own shares. Subsidiaries may not acquire shares in the parent company. All representatives of the company must be reported to the Company Register, which is a register kept according to law. All information contained in the Register is public and can be obtained without restrictions. Annual reports can also be obtained from the Register. A share register shall be kept of all shares and shareholders of a company. With the exception that a transcript of the Register for certain companies shall not include shareholders owning more than 500 shares, the company must show the Register to anyone who asks to see it. Consequently, there is little confidentiality of shareholders’ names.
As a general rule, the board shall consist of three directors. However, if the share capital is less than SEK 1,000,000.00, only one or two directors with a deputy director are needed. In addition, the appointment of a managing director is compulsory in companies having a share capital of SEK 1,000,000.00 or more. The managing director and at least half the number of the directors shall be resident within the EEA unless the Government otherwise permits. The Articles of Association shall state a place for the company’s registered office. Such place must be located in Sweden. As a general rule, general meetings of shareholders shall be held where the registered office is located. A new company can be formed or an existing company can be acquired from one of several Swedish businesses specializing in forming companies. Acquiring an already formed company from such a business is probably the fastest way to obtain a company. A formation of a new company requires one or more founders who shall be a natural person resident within the EEA; a Swedish legal entity; or a legal entity incorporated pursuant to the laws of a state within the EEA.
When two or more persons have agreed to engage in shipping jointly but under divided liability with a vessel of their own, a shipping partnership has been formed. Such a partnership agreement may be registered with the Ship Register. A partner shall have the right to preempt any share of the vessel transferred to an outsider otherwise than by forced sale or public auction. Such right or preemption shall not be available against a partner’s spouse, descendent or descendent’s spouse. To exert his right of preemption, a partner must notify the transferee within a month of being notified of the transfer. If he fails to do so, his right or preemption is lost. If two or more partners exert their right of preemption, it shall be exercised in proportion to the share of each. Shares shall be preempted at their full value. The owner or operator of a vessel shall be liable for loss or damage which the master, any member of the crew, or pilot causes through fault or neglect in the performance of his duties. The owner or operator shall also be liable if loss or damage is caused by any other person while performing work in the vessel’s service or on the order of the owner or operator or the master. Damages which the owner or operator have paid according to the above may be reclaimed from the person who has caused the loss or damage.
Particular provisions on liability and on limitation of a carrier’s liability appear in chapters 9, 10 and 13-15 (Act 1995:1081). The right of limitation of liability shall not apply to: a claim for salvage, such special compensation as is mentioned in chapter 16, section 9, contribution to general average or any contractual claim for payment in respect of measures referred to is section 2, first paragraph, items 4, 5 or 6; a claim for oil pollution damage covered by chapter 10, section 1 and section 2, first and second paragraphs.
Taxation
Income from owning a ship is treated as any other business income. Swedish residents are liable for national income tax on their worldwide income. Individuals are subject to income tax levied on behalf of the state and the municipality and to municipal tax with respect to income from employment and business. The municipal income tax is imposed at a flat rate of usually 31% depending on the local tax of the municipality. National income tax is imposed on employment and business income exceeding SEK 209,100 (for 1997) at a flat rate of 25%. This means that on business income for an individual, the tax rate is about 56% in the highest bracket, i.e. on income exceeding SEK 209,100.00. Resident companies are liable to national income tax for all their income. Tax is levied at a flat rate of 28%.
Shipping partnerships are not themselves liable to pay tax on income. Instead, the income of the partnership is split to each of the partners and taxed accordingly as business income. In general, capital gains realized by an individual are included in his income from capital and are taxed at a flat rate of 30%. The capital gain is calculated as the difference between the remuneration received for the property and the acquisition costs. For companies, capital gains are treated as business income and taxed accordingly at the flat rate of 28%. Net wealth tax applies to worldwide capital owned by a resident individual to the extent that its value exceeds SEK 900,000.00 (for 1997). In principle, all assets are taxable and valued at fair market value. The aggregate family net wealth is subject to tax at the flat rate of 1.5% on net wealth exceeding SEK 900,000.00.
The registration of title to a merchant ship does not trigger any stamp duty or other tax. If an owner of a registered ship wants to effect a mortgage, he will have to pay a special stamp duty on the amount requested.
Sweden has entered into double taxation treaties with Argentina, Australia, Austria, Bangladesh, Belgium, Belorussia, Bolivia, Botswana, Bulgaria, Canada, Czech Republic, China, Cyprus, Denmark, Egypt, Estonia, Finland, France, Gambia, Germany, Great Britain and Northern Ireland, Greece, Hungary, India, Indonesia, Iceland, Israel, Italy, Jamaica, Japan, Kenya, Latvia, Lithuania, Luxembourg, Malaysia, Malta, Morocco, Mauritius, Mexico, Namibia, The Netherlands, New Zealand, Norway, Pakistan, Peru, the Philippines, Poland, Romania, Russia, Singapore, Slovakia, South Africa, South Korea, Spain, Sri Lanka, Switzerland, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Ukraine, the United States of America, Venezuela, Vietnam, Yugoslavia, Zambia, and Zimbabwe.
Registration and Documentation
All Swedish ships that are at least 12 m long and at least 4 m wide must be registered in the Register of Ships, part of the Swedish Register of Shipping. Mandatory registration also applies to recreational craft that are classified as ships.
The main rule is that more than fifty percent of a ship must be owned by a Swedish owner to be registered in the Swedish Register of Shipping, but if half or more of the ship is owned by a foreign owner from a country within the European Economic Area, it may be registered in the Swedish Register of Shipping. The rule on free movement of persons within the European Community applies to private persons. The ship and the owner must usually be located in Sweden. Registration of ships owned by companies is possible if the ship is part of an economic undertaking established in Sweden and the operation of the ship is managed and controlled from Sweden.
Registration may also be possible for ships whose owners do not meet the requirements above, but the owner must apply to the Swedish Maritime Administration for an exemption. Contact the Legal Department of the Swedish Maritime Administration in this regard.
According to Swedish law, a ship cannot be registered in Sweden if it is registered in any other country’s register of ships. For that reason, proof of deregistration from the ship’s former home country or an affidavit proving that the ship has not been registered in any register of ships is required.
If the ship was not registered in its former home country, the ownership history of the ship to the last registration in any country or the constructing shipyard must be investigated. Previous purchase documents/receipts or investigations of authorised signatory rights must be sent in the original to the Swedish Register of Shipping. Contact the Swedish Register of Shipping for more information.
Registration – ships
• Form 1: APPLICATION to register a ship
• Acquisition document (Bill of Sale, deed of gift, etc.) – one original and one certified copy
• National registration document or birth certificate (or the like) showing citizenship, if the buyer is a private person
• Company Registration issued by the Swedish Companies Office within the past twelve months if the buyer/seller/manufacturer is a legal person
• Fishing ships: Copy of commercial fishing licence
• Survey Certificate issued by the Maritime Safety Inspectorate after tonnage measurement
• Form 1a: APPLICATION for tonnage measurement shall be submitted to the Maritime Safety Inspectorate.
If the ship was formerly foreign, the following documents are also required for registration:
• Proof of deregistration if the ship was previously registered in the former home country.
• Affidavit stating that the ship was not registered in the former home country as well as investigation of previous owners of the ship.
• Company Registration issued by an authority within the past twelve months or legalization of documents done by authorities that proves the seller’s authorisation if the seller is a legal person.
Change of ownership – ship
• Form 2: APPLICATION to record the acquisition of a registered ship or part ownership in a registered ship.
Change of ownership – ship
• Form 2: APPLICATION to record the acquisition of a registered ship or part ownership in a registered ship.
• Acquisition document (Bill of Sale, deed of gift, etc.) – one original and one certified copy.
• National registration document or birth certificate (or the like) showing citizenship (private person) or Company Registration issued by the Swedish Companies Office within the past twelve months (legal person).
Ship’s name
A ship’s name must be clearly different from the names of other Swedish ships so that they cannot be confused. If you want to make sure you can get a desired, available name for your future ship, you may have a reservation of ship name recorded in the register (form 13: Application to record a ship name). The reservation will remain valid for five years. If it is not used for a ship within that time, it is stricken from the register.
Note that a ship’s name may be changed when ownership changes. In other circumstances there must be special reason for the change.
State ships
State ships, i.e., ships owned and used by the Swedish State, shall not be registered unless used for commercial purposes. The names of State ships may be recorded in the registry upon request by a Swedish government agency.
Deregistration – ship
Ships that are no longer Swedish must be deregistered in Sweden. The Swedish owner reports this to the registry. Proof of deregistration is issued upon request when the matter is concluded.
Ship deregistered because it is no longer Swedish:
• Form 5: APPLICATION to deregister a ship because the ship is no longer Swedish
• Acquisition document (Bill of Sale, deed of gift, etc.) – one original and one certified copy
• Company Registration issued by the Swedish Companies Office within the past twelve months for the seller (legal person)
• Company Registration issued by an authority within the past twelve months for the buyer (legal person), e.g., Certificate of Registration and Certificate of Good Standing
• Proof of the buyer’s nationality, e.g., through a certified copy of his or her passport (private person)
• The original Swedish Certificate of Nationality for the ship
• Mortgage deeds and a written request from the owner that the liens be cancelled
Ship deregistered for reason other than that it is no longer Swedish (e.g., scrapping)
• Form 6: APPLICATION to deregister a ship for reason other than that the ship is no longer Swedish.
• Report on the reason for the deregistration
• Original Certificate of Nationality
• Mortgage deeds and a written request from the owner that the liens be cancelled
• Company Registration issued by the Swedish Companies Office within the past twelve months for legal persons
Bareboat Charter Registration
As described above, the Maritime Code links the nationality of the ship to the ownership. However, vessels bareboat chartered by Swedes for which the owner would not otherwise be qualified for registration in the Swedish Register may be entered with the approval of the Maritime Administration. Dual registration into or out of the flag is never allowed.
Vessel and Yacht Eligibility & Survey Requirements
Vessels must have an overall length of not less than twelve meters, and a minimum breadth of at least four meters. Such vessels are referred to as “ships” while any other vessel is referred to as a boat, for which there is the Register of Boats. There are no age or tonnage limitations for ships to be entered in the Register. There are comprehensive survey requirements with regard to security and seaworthiness. The Swedish Maritime Safety Legislation is based on the international SOLAS Convention and consists of inter alia the Maritime Code, the Maritime Safety Act (1988:49), the Marine Safety Ordinance (1988:594), and other regulations issued by the Maritime Administration by virtue of power delegated from the Government.
The safety legislation applies to all Swedish vessels and to a certain extent to foreign vessels in Swedish waters. Swedish vessels with a gross tonnage of 100 or more and passenger ships must carry valid Certificates of Seaworthiness. There are also other kinds of certificates required depending on the size and type of vessel. The observance of the law is supervised by the Maritime Administration. This is done by inspections and surveys which are in reality carried out by the following approved classification societies:
• American Bureau of Shipping
• Bureau Veritas
• Det Norske Veritas (DNV) On 1 March 2021 DNV GL became DNV.
• Lloyd’s Register of Shipping
• RINA
All Swedish ships are surveyed from the building and delivery stage and larger ships are henceforth surveyed periodically. Foreign ships can be inspected in Swedish ports. If an inspection reveals that a ship is not seaworthy or has other safety deficiencies, a detention order prohibiting the ship to depart can be issued.
Crewing
The Maritime Safety Act provides the general manning, licensing, and nationality requirements. For passenger ships and ships with a gross tonnage of 20 or more and which carry goods or passengers, a minimum crew shall be fixed with regard to the ship’s trade. The decision about the minimum crew is taken individually for each ship by the Maritime Administration who shall also state the licensing requirements of each member of the crew.
Mortgages
Mortgages may be taken out on ships and ships under constructions registered in the Swedish Ship Register. A mortgage deed is issued as proof of the lien.
Stamp duty is charged at 0.4% of the mortgage sum (applies only to liens on ships).
Calculation of stamp duty on mortgages in foreign currency is predicated on the existence of a reliable exchange rate between the mortgage currency and SEK; see the Stockholm Exchange website under the heading “Currency Fixing.”
Boats cannot be mortgaged.
• Form 3: APPLICATION to record mortgage, etc.
Record of ownership interest
• Form 4: APPLICATION to record ownership interest
• Company Registration issued by the Swedish Companies Office within the past twelve months if the owner is a legal person
• National registration document or birth certificate showing citizenship (private person) or Company Registration issued by the Swedish Companies Office within the past twelve months (legal person)
Ship mortgages are recorded at the District Court of Stockholm. Owners of registered ships or ship buildings are allowed to effect ship mortgages. Mortgages cannot be effected in a share of the ship or ship building. Mortgages may be recorded in Swedish or foreign currency or in special drawing rights. The document which evidences the mortgage is called a Deed of Mortgage. The security is not fully created before the Deed of Mortgage has been delivered to the creditor as pledge for a claim. The creditor is then entitled to be registered as holder of the Deed of Mortgage. The application for a mortgage must be signed by the owner(s) and shall include the amount requested. There are special forms which can be obtained from the Ship Registrar which contain all details to be completed. However, an application can be made without such form. Subsequent mortgages are allowed. In that case, the mortgages will have priority in the order they were applied for and mortgages applied for on the same day will have equal rights if the owner does not apply for a particular order.
Fees
For more information, contact one of the following organizations:
Registration
Swedish Register of Shipping.
Phone:
+46 771 898 898 (available weekdays 10-12)
Telefax:
+46 11 182 225
E-mail:
sjofartsregistret@transportstyrelsen.se
Postal address:
Transportstyrelsen
Sjöfartsregistret
Box 502
60107 Norrköping
Visiting address:
Olai Kyrkogata 35
Norrköping
Sweden
Company Formation
The Company Register
Patent-och Registringsverket
Bolagsverket
851 81 Sundsvall
Sweden
Tel: [46] (60) 771 670 670
Email: bolagsverket@bolagsverket.se
Website: http://www.bolagsverket.se
Taxation Information
Skatteverket
Solna strandväg 10
Sweden
Tel: From Sweden: 0771-567 567
From Abroad: [46] 8 564 851 60
Fax: 08-28 03 32
Mailing Address: Headquarters
Tax
171 94 Solna
Sweden
Shipowners’ Association
Sveriges Redareförening
Besöksadress:
Södra Hamngatan 53
Sweden
Tel: [46] 31-62 95 25
Fax: [46] 31-15 23 13
Email: srf@sweship.se
Website: http://www.sweship.se/
Mailing Address:
Box 330
401 25 Göteborg
Contact
For more information, contact one of the following organizations:
Registration
Swedish Register of Shipping.
Phone:
+46 771 898 898 (available weekdays 10-12)
Telefax:
+46 11 182 225
E-mail:
sjofartsregistret@transportstyrelsen.se
Postal address:
Transportstyrelsen
Sjöfartsregistret
Box 502
60107 Norrköping
Visiting address:
Olai Kyrkogata 35
Norrköping
Sweden
Email: sjofart@transportstyrelsen.se
Website: http://www.transportstyrelsen.se
Company Formation
The Company Register
Patent-och Registringsverket
Bolagsverket
851 81 Sundsvall
Sweden
Tel: [46] (60) 771 670 670
Email: bolagsverket@bolagsverket.se
Website: http://www.bolagsverket.se
Taxation Information
Skatteverket
Solna strandväg 10
Sweden
Tel: From Sweden: 0771-567 567
From Abroad: [46] 8 564 851 60
Fax: 08-28 03 32
Mailing Address: Headquarters
Tax
171 94 Solna
Sweden
Shipowners’ Association
Sveriges Redareförening
Besöksadress:
Södra Hamngatan 53
Sweden
Tel: [46] 31-62 95 25
Fax: [46] 31-15 23 13
Email: srf@sweship.se
Website: http://www.sweship.se/
Mailing Address:
Box 330
401 25 Göteborg
Stockholm Agreement 96
IMO Convention 48
* IMO amendments 91
* IMO amendments 93
SOLAS Convention 74
SOLAS Protocol 78
SOLAS Protocol 88
LOAD LINES Convention 66
LOAD LINES Protocol 88
TONNAGE Convention 69
COLREG Convention 72
CSC Convention 72
CSC amendments 93
SFV Protocol 93
STCW Convention 78
STCW-F Convention 95
SAR Convention 79
STP Agreement 71
STP Protocol 73
IMSO Convention 76
INMARSAT OA 76
INMARSAT amendments 94
INMARSAT amendments 98
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65
MARPOL 73/78 (Annex I/II)
MARPOL 73/78 (Annex IV)
MARPOL 73/78 (Annex V)
MARPOL Protocol 97 (Annex VI)
London Convention 72
London Convention Protocol 96
INTERVENTION Convention 69
INTERVENTION Protocol 73
CLC Convention 69
CLC Protocol 76
CLC Protocol 92
FUND Convention 71
FUND Protocol 92
FUND Protocol 2003
NUCLEAR Convention 71
MARPOL 73/78 (Annex III)
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76
LLMC Protocol 96
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89
OPRC Convention 90
HNS Convention 96
OPRC/HNS 2000
BUNKERS CONVENTION 01
ANTI FOULING 01
BALLASTWATER 2004
NAIROBI WRC 2007
HONG KONG CONVENTION
HNS PROT 2010
Cape Town Agreement 2012
SUA Convention 88
SUA Protocol 88
IMO Conventions
Status of Conventions Sweden
IMO Convention 48 x
SOLAS Convention 74 x
SOLAS Protocol 78 x
SOLAS Protocol 88 x
SOLAS Agreement 96 x
LOAD LINES Convention 66 x
LOAD LINES Protocol 88 x
TONNAGE Convention 69 x
COLREG Convention 72 x
CSC Convention 72 x
CSC amendments 93
SFV Protocol 93 x
Cape Town Agreement 2012
STCW Convention 78 x
STCW-F Convention 95
SAR Convention 79 x
STP Agreement 71 x
Space STP Protocol 73 x
IMSO Convention 76 x
INMARSAT OA 76 x
IMSO amendments 2006
IMSO amendments 2008 x
FACILITATION Convention 65 x
MARPOL 73/78 (Annex I/II) x
MARPOL 73/78 (Annex III) x
MARPOL 73/78 (Annex IV) x
MARPOL 73/78 (Annex V) x
MARPOL Protocol 97 (Annex VI) x
London Convention 72 x
London Convention Protocol 96 x
INTERVENTION Convention 69 x
INTERVENTION Protocol 73 x
CLC Convention 69 d
CLC Protocol 76 x
CLC Protocol 92 x
FUND Protocol 76 x
FUND Protocol 92 x
FUND Protocol 2003 x
NUCLEAR Convention 71 x
PAL Convention 74
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02 x
LLMC Convention 76 d
LLMC Protocol 96 x
SUA Convention 88 x
SUA Protocol 88 x
SUA Convention 2005 x
SUA Protocol 2005 x
SALVAGE Convention 89 x
OPRC Convention 90 x
HNS Convention 96
HNS PROT 2010
OPRC/HNS 2000 x
BUNKERS CONVENTION 01 x
ANTI FOULING 2001 x
BALLASTWATER 2004 x
NAIROBI WRC 2007 x
HONG KONG CONVENTION
x= ratification
d=denunciation