SWEDEN Law and Practice Contributed by: Peter Dyer and Alexandra Thörnroos, Wåhlin Advokater AB
If the transfer of a project happens entirely through corporate structures outside of Sweden, no capital gains tax will be payable in Sweden. Stamp duty is always payable by the buyer of real estate, regardless of the buyer’s tax domi - cile. For legal persons, the duty is 4.25%. 5. Mining Investment and Finance 5.1 Attracting Investment for Mining After having ranked consistently highly in world mining surveys for investment attractiveness, Sweden started plunging down the list of the Fraser Institute’s Annual Survey of Mining Companies after 2016, attributed largely to the lengthy and inefficient permitting process. It is hoped that the substantial amendments to the Minerals Act and the Environmental Code that are now being suggested will address the situ - ation and allow Sweden to regain its position among the world’s top mining nations. Sweden has vast deposits of minerals and met - als, and a track record of mineral discoveries in numerous commodities. The country has politi - cal stability with a strong rule of law, a high con - centration of professionals to service the mining industry, low corporate tax and well-functioning capital and private equity markets. These are factors that contribute to attracting consider - able investment in the Swedish mining industry. 5.2 Foreign Investment Restrictions and Approvals in the Exploration and Mining Sectors A new Foreign Direct Investment Screening Act (2023:560) (FDI Act) came into force on 1 December 2023 and applies to certain designat - ed sensitive sectors of Swedish industry, one of which is the exploration and mining of strategic
minerals. The purpose of the FDI Act is to pre - vent foreign direct investments that may harm national security, public order or public safety. The FDI Act will apply to investments that result in the investor acquiring (directly or indirectly): • voting rights equal to or exceeding 10%, 20%, 30%, 50%, 65% or 90% in a target company performing activities eligible for protection; • influence over the management of such target company through other means; or • assets or business eligible for protection. No turnover or deal value thresholds apply. Spe - cific thresholds apply to investments in other legal entities (eg, limited partnerships) and to greenfield investments. Investors from all coun - tries are covered by the screening mechanism (including investors from Sweden and other EU member states). However, only investments made by an investor from a country outside the EU may be subject to a substantive examina - tion by the screening authority and a decision to prohibit the investment or to impose conditions. The potential investor is responsible for filing the transaction with the screening authority. There is no filing fee. The authority then has 25 work - ing days from receipt of a complete notification to initiate an examination. If no action is taken, the transaction is deemed to be accepted. If the authority decides to examine the investment, it has to make a final decision within three months after the decision to initiate the examination. If there are special grounds, this deadline may be extended to six months. 5.3 International Treaties Related to Exploration and Mining Sweden is not party to any particular treaties related to exploration and mining. There have
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