SWEDEN Law and Practice Contributed by: Björn Wendleby, Rico Benavides, Per Josephson and Stellan Koch, Harvest Advokatbyrå
3. Retail Funds 3.1 Fund Formation 3.1.1 Fund Structures
(2004:46) om värdepappersfonder ) and Chap - ter 23 of the FFFS 2013:9; • the fund’s prospectus ( informationsbroschyr ); and • a KID according to EU PRIIP Regulation 1286/2014. When applying for approval to manage a Swed - ish UCITS for the first time, a foreign manage - ment company authorised in its home state to manage foreign UCITS funds, and with authori - sation to conduct operations in Sweden, must also include: • a certificate showing that the management company in its home country is authorised to manage UCITS funds; and • the agreement with the custodian as well as information about any outsourcing arrange - ments related to the management or related administration of the fund. The SFSA shall make its decision within 60 days from the day that a complete application was filed. The application fee has recently increased sig - nificantly and is currently SEK49,000 (approxi - mately EUR4,250). 3.1.3 Limited Liability The fund shareholders are not responsible for obligations relating to the fund. The manage - ment company of the fund represents the share - holders in all matters relating to the fund, and the fund cannot acquire rights or assume obliga - tions. Nor does the fund have any legal capacity to sue in, or be brought before, courts of law or any other public authority.
Investment funds that can be marketed to retail investors without a marketing licence are either UCITS or special funds. UCITS and Swedish special funds are common contractual funds and may not acquire rights or assume obligations. Nor shall the fund have legal capacity to sue in, or be brought before, courts of law or any other public authority. The main advantage of the contractual fund is that it is a well-known structure and not liable to pay any tax. A common criticism is that a Swedish UCITS cannot be established through a limited liability company, for exam - ple as a société d’investissement à capital vari - able (SICAV; investment company with variable capital) or Irish collective asset-management vehicle (ICAV). However, this issue is currently under investigation by an inquiry chair. More information regarding this matter can be found in 4.1 Recent Developments and Proposals for Reform . 3.1.2 Common Process for Setting Up Investment Funds Setting up a retail fund in Sweden, either as a regular UCITS or a special fund, requires approv - al of the fund rules by the regulator. The fund rules for a new fund shall be approved if the rules are equitable for the fund’s shareholders. An application of approval shall contain: • information on the board meeting at which the fund rules were adopted, or the minutes of that meeting; • the fund rules in accordance with Chapter 4, Section 8 of the Swedish UCITS Act ( lag
430 CHAMBERS.COM
Powered by FlippingBook