Group restructuring and intra-group transactions: what to do in the first ten working days after the board approves the reorganisation is not a matter of choosing the right software or drafting template. Documentation has to exist before value moves between entities, not be reconstructed after the fact. Every transfer needs a resolution, a stated value basis and a paper trail that a court, a creditor or a minority shareholder could later follow without asking anyone what actually happened.
Who this concerns
The question comes up the moment a parent company decides to move assets, receivables, contracts, IP or personnel between group entities, whether the trigger is a tax restructuring, a pre-sale clean-up, a debt push-down or a straightforward simplification of a legacy holding structure. It lands on the desk of the group's Swedish subsidiary board, the CFO who has to justify the pricing, and in-house or external counsel who has to make sure the resolution survives scrutiny three years later, not just this quarter.
It is a live issue for boards approving intra-group loans, guarantees or asset transfers where the counterparty is another company in the same group. It is a live issue for CFOs setting transfer prices between a Swedish operating company and a foreign holding structure. And it is a live issue for anyone signing a board minute on behalf of a subsidiary that has creditors, minority shareholders or a works council with an interest in the outcome.
The commercial pressure is usually speed. Group restructurings are typically driven by a deadline set outside Sweden, a closing date, a tax year end, a refinancing window, and the Swedish subsidiary is expected to fall in line on a timetable it did not set. That pressure is exactly what produces the gaps this material addresses.
What the law says
Swedish company law does not treat a group as a single legal person for the purpose of value transfers. Each entity is separately subject to the rules on capital protection, and a transfer that looks routine from the group's consolidated perspective can be an unlawful value transfer, in Swedish an otillåten värdeöverföring, from the perspective of the individual Swedish company giving up value without adequate consideration.
Under Swedish law as it currently stands, the board of the transferring company carries the duty to satisfy itself, before the resolution is taken, that the company retains sufficient free equity and that the transaction is on arm's length terms if it runs between related parties. That duty sits with the board regardless of instructions received from the parent, and it does not transfer upward with the instruction. A Swedish board that executes a group decision without independently checking the company's own position has not discharged its duty merely by following orders.
Separately, tax law recognises formalised intra-group transfers through the koncernbidrag mechanism, a group contribution regime that allows profit to be shifted between Swedish group companies under specific conditions, but that mechanism has its own formal requirements and does not substitute for a company-law resolution on a value transfer. Treating a group contribution filing as if it were the corporate authorisation for an asset transfer is one of the more common confusions in a fast-moving restructuring.
Where the group involves a company outside Sweden, and it usually does, the analysis does not stop at Swedish borders. See the discussion of unlawful value transfers under Swedish capital maintenance rules for how the construction test applies once consideration, timing and group interest are all in play.
How it works in practice
Day 1 to 2: confirm what is actually being moved
Before any resolution is drafted, establish precisely what changes hands: an asset, a receivable, a contract, a guarantee, or personnel and the liabilities that follow them. Restructurings drafted at group level often describe the transaction in commercial terms that do not map cleanly onto a single legal transfer. The Swedish board needs its own description of the transaction, in legal terms, before it can resolve on it.
Day 2 to 3: test the value basis
Set the price or value basis and be able to justify it as arm's length, or document why a different basis applies and is permitted. If the transferring company is giving up value for less than full consideration, that gap has to be covered by distributable equity and cannot exceed what the company could lawfully distribute as a dividend at that moment.
Day 3 to 4: pass the resolution at the right level
Confirm which corporate body has authority: board, general meeting, or both, depending on the size and nature of the transfer relative to the company's balance sheet. A board resolution on a transaction that in substance required shareholder approval is a defect that surfaces later, usually when someone with an interest in unwinding the transaction goes looking for one.
Day 4 to 6: draft the instrument and the minute together
The underlying agreement (transfer deed, loan agreement, guarantee, service agreement) and the board minute approving it should be drafted as a matched pair, referencing each other, dated consistently, and stating the legal basis for the transfer in terms a third party could follow. A minute that says "the board approved the restructuring as discussed" without stating what was transferred, on what terms, and on what basis it was lawful, is not evidence of anything.
Day 6 to 7: check creditor and minority protection
Identify whether any creditor consent, notification or minority shareholder protection applies. Loan covenants at group level frequently restrict intra-group transfers without lender consent, and Swedish minority shareholder protections can be engaged even in a wholly-owned subsidiary if a parallel claim exists, for instance from a departing board member or a former co-owner with residual rights.
Day 7 to 8: check personnel and data implications
If the restructuring moves employees, contracts or operational data between entities, treat that as a separate workstream with its own timeline. Personal data moving to a different controller within the group, particularly where the receiving entity sits outside the EEA, can trigger its own review obligations independent of the corporate transaction. Where a data protection authority becomes involved, the process it follows is described in how a data protection inspection runs when the counterparty is affected.
Day 8 to 9: confirm registration and filing obligations
Certain transfers, particularly of real property, registered IP or shares, require filings with the relevant Swedish registry, and the transfer is not complete as against third parties until that filing is made. Building the filing into the ten-day window, rather than treating it as administrative follow-up, avoids a period where the transfer is valid between the parties but unprotected against outside claims.
Day 9 to 10: build the file that survives an audit
Assemble, in one place, the resolution, the underlying agreement, the value basis calculation, any consent obtained, and confirmation of filings made. This file is what an auditor, a tax authority or opposing counsel in a later dispute will ask for, and it should be complete on day ten, not reconstructed on request eighteen months later.
What to check before signing off:
- Which corporate body had authority to approve this specific transfer, given its size relative to the company's equity
- Whether the value basis is defensible as arm's length, and if not, whether the shortfall is covered by distributable reserves
- Whether any loan covenant, shareholder agreement or minority protection is engaged
- Whether the transfer requires a registry filing to be effective against third parties
- Whether personal data or employees move with the transaction, and whether that triggers a separate compliance track
- Whether the board members signing the resolution are personally covered for this specific category of decision, a point directly relevant to what directors' insurance does not cover
Frequently asked questions
How does a data protection inspection run when the counterparty is affected by the restructuring?
Where personal data moves to a different controller as part of the reorganisation and a supervisory authority opens an inspection, the process typically starts with a written request for documentation of the transfer basis and the safeguards applied, followed by a period for the company to respond before any formal finding is made. The specifics of how that inspection proceeds are set out in the dedicated material on inspection procedure when a counterparty is involved.
What does directors' and officers' insurance not cover in a group restructuring?
Cover typically excludes claims arising from a decision the board knew, or should have known, breached capital maintenance rules, and it does not convert an otherwise unlawful value transfer into a lawful one. Insurance responds to the consequences of a defensible decision that turned out badly, not to a decision that was indefensible when taken. See what directors' insurance does not cover, step by step for how that boundary is drawn in practice.
How is an arbitral award against a group company enforced in Estonia?
Enforcement in Estonia of an award rendered against a Swedish group entity, or against the entity itself where assets sit there, follows the recognition route available under the applicable international framework, with the process turning on whether the award and the underlying procedure meet the formal requirements for recognition in that jurisdiction. The mechanics are addressed separately in enforcing an arbitral award in Estonia, which is directly relevant where a restructuring leaves assets or obligations exposed cross-border.
The numbers
The "first ten" in the heading is a working discipline, not a statutory deadline. Swedish company law does not set a fixed number of days within which an intra-group transfer must be documented; it sets a standard, that the board's duty of care and the capital maintenance test are satisfied at the moment the resolution is taken, and a ten-working-day frame is simply a realistic window in which a board can complete the checks above without the file becoming stale.
What actually drives cost and timeline in a restructuring of this kind is the number of jurisdictions involved, whether creditor or lender consents are required, whether a registry filing is contested or delayed, and how much of the underlying valuation work has to be done from scratch rather than adopted from an existing group transfer pricing file. A transaction between two wholly Swedish entities with no external debt and a straightforward asset moves quickly. The same transaction with a foreign parent, a syndicated loan facility and a minority shareholder in the picture does not, regardless of how the internal timetable is drawn up.
Where it usually goes wrong
The most common failure is treating the group-level commercial decision as if it were also the company-level legal decision. A parent board resolving that "the restructuring will proceed" does not resolve anything for the Swedish subsidiary; the subsidiary's own board still has to take its own decision, on its own facts, and the file has to show that it did.
The second common failure appears where the counterparty, the parent, or the ultimate beneficial owner sits outside Sweden. Once a foreign element is present, the analysis of what consideration is adequate, what law governs the underlying agreement, and what enforcement route applies if the transfer is later challenged, all change. A transfer that would be unremarkable between two Swedish sister companies can become a cross-border enforcement problem the moment a dispute arises and the counterparty's assets sit in another jurisdiction, which is precisely the scenario that makes the mechanics of foreign enforcement, of the kind addressed in the Estonia material above, directly relevant rather than theoretical.
The third failure is proximity to insolvency. Where the transferring company is not comfortably solvent, a value transfer that would be lawful for a healthy company becomes a preferential or void transaction risk, and the board's exposure shifts from a capital maintenance question to a personal liability question. This is exactly where directors discover, usually too late, what their insurance does and does not respond to.
The fourth failure is assuming the group contribution mechanism and the company-law resolution are the same document. They serve different purposes, sit under different rules, and a tax filing that references a transfer which was never properly authorised at company level does not cure the authorisation defect; it documents it.
This material stops at the point where the facts of a specific transfer, its value, its counterparty, its jurisdictional exposure, need to be tested against the company's own balance sheet and its existing agreements. That is a document review, not a general description.
What to do next
Where the restructuring involves a board resolution whose validity is in doubt, whether because authority is unclear, because the value basis is contested, or because the transaction happened before the file was properly built, the starting point is an assessment of that specific resolution rather than the transaction as a whole. Board resolutions and their invalidity: what to do in the first ten sets out how that assessment is structured and what it covers.
For a broader view of how this practice approaches group structuring work, the corporate and investment screening practice hub sets out the adjacent material. Where the immediate question is whether a specific transfer or resolution taken in the last restructuring will hold up, get in touch with the facts and the file as they currently stand; the response comes within two hours on a working day.