SWEDEN Law and Practice Contributed by: Niklas Sinander, Elin Carlsson, Axel Schelén and Björn Wendleby, Harvest Advokatbyrå
ed that such services are provided on a professional basis. In such cases, the provision of such loan financ- ing generally requires a registration with the Swedish Financial Supervisory Authority ( Finansinspektionen , SFSA). Banking and Financing Activities Banking and financing activities are subject to exten- sive regulation in Sweden and fall within the scope of the Swedish Banking and Financing Business Act (SFS 2004:297). In short, banking services include: • processing payments via general payment sys- tems; and • receiving funds that are repayable to the creditor within 30 days of notice. Financing business includes: • accepting repayable funds from the public; and • granting loans, providing guarantees or conducting certain leasing (acquiring claims) activities. Additionally, only credit institutions may conduct busi- ness with the purpose of providing or intermediating credit, which is why a licence as a credit institution is necessary to conduct such activities. Where financing activities require a licence as a credit institution (ie, registration pursuant to the Swedish Certain Financial Activities Act is not sufficient), there are generally only a few alternatives for entities to pro- vide financing to a Swedish company. Foreign credit institutions Foreign credit institutions holding a licence in another European Economic Area (EEA) country may submit a passporting notification to the competent authority in that entity’s home member state in order to pro- vide regulated banking services in another EEA coun- try, including Sweden. The competent authority will review the notification and notify the SFSA that such entity will provide services in Sweden. Such entity will thereafter be permitted to provide its regulated bank- ing services on a cross-border basis from its home member state into Sweden.
Alternatively, such institutions may elect to establish a branch or representation office in Sweden. In that case, the credit institution must submit a notification to the competent authority in its home member state, which must include (for instance) a business plan. Non-authorised entities and third-country credit institutions Entities that do not hold a credit institution licence in another EEA country should apply for a licence with the SFSA in order to conduct banking or financing business in Sweden. Application details may vary depending on the relevant licence and the extent of such licence. However, the following items are typi- cally included: • a detailed business plan describing (inter alia) the business, the organisation, the services, any out- sourcing arrangements, ownership structure, etc; • policies regarding (inter alia) credits, internal gov- ernance, risk management, remuneration, business continuity, etc; • financial projections for the next three years; • ownership and owner executive assessments; and • management assessments. Credit institutions based outside the EEA may, in order to provide their banking or financing business in Swe- den, submit an application with the SFSA to establish a branch in Sweden. 3. Structuring and Documentation 3.1 Restrictions on Foreign Lenders Providing Loans Foreign lenders are generally under the same restric- tions from providing loans on the Swedish market as Swedish lenders. Accordingly, foreign lenders pro- viding loans in Sweden may be required to register with or obtain a licence from the SFSA or their home member state competent authority (see 2.1 Providing Financing to a Company ). Some countries are considered as “high-risk third countries” from an anti-money laundering (AML) per- spective, which can impede or even forbid such busi-
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