Director and officer liability: scope, products and how a matter runs is answered in the order a board needs it. Personal exposure for a Swedish board member or CEO comes from company law duties, capital deficiency rules, tax obligations and cyber security governance. Lodline's director-liability practice reviews that exposure, offers fixed-price products for defined pieces of work, and runs matters through a set sequence.
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. That includes board members of a Swedish subsidiary owned by a foreign parent, deputy board members who assumed they carried less exposure than they do, private equity nominee directors, and CEOs who are not board members but carry duties all the same. It also concerns a bankruptcy trustee or a creditor weighing a claim against the board.
What the law says
Under Swedish law as it currently stands, a director's personal exposure comes from four directions at once: the general duties of care and loyalty under company law, the capital deficiency rules that require the board to act when equity falls below the statutory level, personal liability for the company's unpaid taxes, and the governance duties the cyber security rules now place on the board. None of these waits for a court to confirm it; each turns on what the board knew and did at the time, which is why the board's own contemporaneous record is what later decides whether it acted in time.
Where a matter has an international element, a foreign parent, assets abroad or a cross-border group structure, the duties do not change but the evidence does: powers of attorney, board resolutions and corporate certificates often need certification before a Swedish court or authority will accept them. Related exposure frequently sits in the insolvency and restructuring practice, which runs alongside this one.
How it works in practice
The board's duty to act when equity is impaired
The clearest trigger is capital deficiency, kapitalbrist. When there is reason to believe equity has fallen below the statutory level, the board must obtain a control balance sheet, kontrollbalansräkning, and, depending on what it shows, call a general meeting. The point at which the duty is triggered is a question of fact, and a board that acts late carries personal liability for obligations the company takes on after the trigger. See the board's duty to act when equity is impaired.
Claims by a bankruptcy trustee
Once a company is bankrupt, the trustee reviews whether the board continued trading after the duty to act arose and whether transactions in the run-up can be recovered. The board's answer is built from the record it kept at the time, not from reconstruction afterwards. See claims by the bankruptcy trustee against the board.
Discharge from liability and its limits
The annual discharge from liability, ansvarsfrihet, voted at the general meeting is narrower than boards often assume: it does not cover matters the meeting was not properly informed of, and it does not bind a later trustee. See discharge from liability and its limits.
Directors' insurance and what it does not cover
A directors' and officers' policy is not a substitute for acting in time. Cover is commonly excluded for deliberate breaches, for unpaid taxes, and for conduct after the point the board knew the company was insolvent. See directors' insurance and what it does not cover.
Fixed-price products and scoped advisory work
Defined pieces of work, such as a review of the board's position when a warning sign appears, are offered at a fixed price; open matters, such as a defence to a trustee's claim, are scoped after a preliminary assessment.
The numbers
No statutory threshold, deadline or fee is quoted on this page, because stating one without a verified current source is exactly the error this material is written to avoid. What can be said without a figure is which facts decide a matter: the date the duty to act was triggered, the completeness of the board's minutes, and whether obligations were taken on after the company's position was clear.
Where it usually goes wrong
The recurring mistake is treating the duty to act as something that begins when a court or a trustee says so, rather than when the facts first made the position clear. A board that waits for confirmation has usually already crossed the line it was watching for. The second pattern is relying on the annual discharge or the insurance policy as though either were a complete answer; both are narrower than they look. The third is keeping no dated record, so that a defensible decision taken in real time cannot later be shown to have been taken at all.
What to do next
A board can protect itself in advance: keep the minutes complete and dated, 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 or the tax authority raises personal liability. Book a preliminary assessment to have the board's position reviewed against the actual record.