Director and officer liability in Sweden comes from four directions at once: company-law duties, the capital-deficiency rules, tax obligations and, increasingly, cyber-security governance. Lodline reviews a board's exposure, defends claims brought by a trustee or the company, and offers defined pieces of work at a fixed price. The earlier the position is mapped, the more options remain open.
Who this concerns
This concerns anyone who sits on a Swedish limited company's board or acts as its managing director, and anyone advising them once a warning sign appears: a board member of a subsidiary owned by a foreign parent, a deputy who assumed less exposure than they carry, a private-equity nominee director, and a CEO who is not a board member but carries duties all the same. It also concerns a trustee or a creditor considering a claim against the board.
What the practice covers
The practice covers the board's duty to act when equity is impaired, personal liability for tax and for the company's obligations, claims by a bankruptcy trustee, discharge from liability and its limits, directors' insurance and what it does not cover, and the governance duties the cyber-security rules now place on the board. Under Swedish law as it currently stands, the moment the duty to act is triggered is a question of fact, and the board's own documentation is what later decides whether it acted in time.
Where a matter has an international element, a foreign counterparty, assets abroad or a parent company outside Sweden, that is addressed as part of the work rather than treated as a separate question. Related risk often sits in the insolvency and restructuring practice, which runs alongside this one.
How a matter runs
A matter runs through a set sequence: a preliminary assessment of the position, a defined scope of work with a fixed price where the piece of work allows it, the work itself, and a clear hand-back of what was decided and what remains open. The firm is a Swedish law firm; it is not an advokatbyrå and makes no promise as to the outcome. Response to an enquiry is within two hours on a working day.
What the library covers
The insights below answer the questions that come up before a matter starts. Read them in any order; each sets out what to do first and where self-help ends.
- The board's duty to act when equity is impaired
- Claims by the bankruptcy trustee against the board
- Discharge from liability and its limits
- The documentation that protects the board
- Directors' insurance and what it does not cover
- Resigning from the board, timing and effect
Where it usually goes wrong
A board can protect itself in advance: keep the minutes complete, date the decisions, obtain a control balance sheet when equity is in doubt and read the insurance policy before relying on it. It stops being an internal exercise the moment a trustee signals a claim, the tax authority raises personal liability, or equity has clearly been impaired for some time. That is where a defined scope of work, and a fixed-price assessment of the board's position, is the sensible next step.