SWEDEN Law and Practice Contributed by: Magnus Wennerhorn and Victor Bengtson, Linklaters
5.2 Form Requirements Security interests must typically adhere to formal perfection requirements under Swedish law. • Share pledges: delivery of share certificates (if applicable) (or registration for registered shares), entry in the share register and notifi- cation to the company. • Receivables and intra-group loans: notifica- tion requirements and payment to the pledg- ee. • Bank accounts: notification requirements (and no withdrawals). • Real property and business mortgages: deliv- ery of mortgage certificates (or registration if digital certificates). • IPR: registration, except for copyright where there is no registration available. • Security transfer: announcement and registra- tion requirements. Parties should ensure compliance with these formalities to perfect the security interest and maintain enforceability. 5.3 Registration Process Some security interests, particularly those over land, require registration. • Real property: to grant real property mortgag- es, mortgage certificates must be issued by and registered with the Land Registry ( Lant - mäteriet ). A stamp duty of 2% on the face value of such mortgage certificates will be payable. Already issued mortgage certificates can be pledged without incurring additional stamp duty. • Floating charges: to grant a floating charge (business mortgage), mortgage certificates must be issued by and registered with the Swedish Companies Registration Office ( Bolagsverket ). A stamp duty of 1% on the
face value of such mortgage certificates will be payable. Already issued mortgage cer- tificates can be pledged without incurring additional stamp duty. • Trade marks and patents: security over trade marks and patents are perfected by register- ing the pledge agreement. • Security transfer: security transfer, which uses an old law providing for the transfer of movable assets while they remain in the possession of the seller (but still providing for protection against the seller’s creditors and insolvency), is perfected by notification in a newspaper and registration of the pledge agreement with the Swedish Enforcement Agency ( Kronofogdemyndigheten ). Apart from registered security, the main principle for obtaining perfected security is for security assets to remain in the possession or control (the right to dispose of the asset or receive pay- ments under it) of the pledgee throughout the security period. 5.4 Restrictions on Upstream Security A number of restrictions apply to provision of security and guarantees (Support), primarily if it covers loans to the pledgor’s parent or fellow subsidiaries. The restrictions in this and the fol- lowing sections apply in parallel and it is impor- tant to analyse the structure and series of trans- actions as Swedish courts will take a view from a substance over form perspective. • Corporate benefit: the general upstream restriction from value transfer provisions will not apply to the extent there is corporate ben- efit for the company to provide the Support. The corporate benefit concept under Swed- ish law is a relatively narrow concept and will require clear benefit from the Support for the company. To the extent there is no or limited
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