Fintech 2026

SWEDEN Law and Practice Contributed by: Robert Karlsson, Helena Rönqvist, Caroline Landerfors and Vilma Slättegård, Magnusson Law

• profitability and financial ability; • that the shares are freely transferable and regis - tered with a central securities depository (CSD); • a sufficient number of shares in public owner - ship and requirements for the minimum number of shareholders; • the appointment of a certified auditor and the application of certain accounting standards; • capacity within the company to supply information to the market; and • requirements relating to the board of directors and management, including rules relating to the com - position and independence of the board of direc - tors, as well as competence and good repute for board members and management. 6.5 Order Handling Rules The SMA and a number of EU regulations contain extensive rules regarding order handling and best exe - cution. In general, when executing a client’s order, an investment firm shall take all measures necessary to attain the best possible result for the client in respect of, inter alia, price, cost, etc. The investment firm must also have in place systems and guidelines to enable the institution to attain the best possible result for the client. 6.6 Rise of Peer-to-Peer Trading Platforms When the use of peer-to-peer lending started to grow in Sweden, companies that arranged such platforms were not clearly regulated and supervised by the SFSA. It was later established that companies that facilitate peer-to-peer lending platforms by providing or inter - mediating credits to consumers must be authorised in accordance with the CCOA. However, as noted in the foregoing, the CCOA was repealed from 1 July 2025 (subject to certain transitional provisions). Peer- to-peer lending platforms that provide or intermedi - ate consumer loans must therefore be authorised in accordance with the SBFBA. Certain peer-to-peer business models that facilitate payments have been authorised pursuant to the PSA.

Crowdfunding platforms that relate to financial instru - ments must be authorised either under the EU Crowd - funding Regulation or the SMA. Peer-to-peer lending platforms and other lending- based crowdfunding platforms have increased the availability of consumer credits on the market, which has in turn increased the consumer risks involved in these types of products. The SFSA has for the last several years identified over-indebtedness as one of the highest-priority consumer risks on the financial market. 6.7 Rules of Payment for Order Flow Payment for order flow is regulated by the Markets in Financial Instruments Regulation (MiFIR). Article 39a of MiFIR stipulates that investment firms that are act - ing on behalf of retail clients or certain professional clients are prohibited from receiving any fee, com - mission or non-monetary benefit from any third party for executing orders from those clients on a particular execution venue, and from forwarding orders of those clients to any third party for their execution on a par - ticular execution venue. The prohibition against payment for order flow does not apply to rebates or discounts on the transaction fees of execution venues, if such rebates or discounts are permitted under the approved and public tariff structure of a trading venue – and as long the rebates or discounts exclusively benefit the client. Such dis - counts or rebates may not result in a monetary benefit to the investment firm. In addition to the foregoing, according to the SMA and supplementing regulations issued by the SFSA, investment firms may accept fees or commissions, or other non-monetary benefits, from a third party only if the payment or benefit is designed to enhance the quality of the relevant service and does not impair the investment firm’s ability to act honestly, fairly and professionally in accordance with the best interest of the client. Further, prior to the provision of the service, the investment firm must also disclose the existence, nature and amount of such payment or benefit. Port - folio managers and independent investment advisors are subject to a complete ban under the SMA on receiving third-party commission.

792 CHAMBERS.COM