Composition and creditor voting: what to do in the first ten days comes down to three tasks: confirm your claim is correctly listed, identify which majority class it falls into, and decide your vote before the notice deadline runs. Creditors who wait for the meeting date usually find the window to challenge the claims list has already closed.
Who this concerns
This affects any creditor of a Swedish company that has entered företagsrekonstruktion (company reorganisation) and where the administrator has put forward a composition, ackord, as the mechanism for settling debt. It covers trade creditors, banks holding partly secured facilities, tax authorities with preferential claims, and foreign suppliers or lenders who may not be tracking the Swedish process closely.
This sits within the wider mechanics of composition and reorganisation covered on the insolvency and restructuring practice page, but the first ten days test only one narrow part of it: how each creditor class actually exercises the vote once the notice lands.
It also concerns directors and the parent company of the debtor, because how the vote turns out shapes what happens to guarantees, intercompany loans and any personal exposure that survives the composition. A creditor that ignores the first ten days is not merely passive, it is effectively delegating the outcome to whoever does show up to vote.
What the law says
Composition under Swedish reorganisation law works on a class and majority logic, not a simple headcount. Creditors are grouped, secured claims sit apart from unsecured ones, and preferential claims such as certain tax and wage claims are treated separately again. Within each relevant class, the proposal needs a majority both by number of creditors and by value of claims, and a deeper write-down of the debt triggers a heavier threshold than a modest one.
The administrator convenes the creditor meeting and sends notice that starts the clock. That notice, not the meeting date, is the operative moment: it fixes the deadline for filing or contesting claims, for submitting a proxy, and for raising an objection to the terms before the vote is taken. Under Swedish law as it currently stands, a creditor who does nothing after that notice is treated according to default rules that are rarely favourable, and those default rules differ depending on whether the claim is disputed.
How it works in practice
Day one: read the notice, not the headline sum
The notice sets out the proposed percentage recovery, the class you have been placed in, and the deadline for the meeting. Before reacting to the headline number, check that your claim appears at the amount you believe it should, and check the class. A claim wrongly placed in the wrong class can end up voting alongside creditors whose interests point the opposite way.
Days two to four: verify the claim, not just the amount
Confirm the legal basis for the claim is correctly stated, not only the sum. Interest calculations, currency conversion for foreign invoices, and whether disputed amounts have been included as contingent all affect voting weight. A claim recorded as disputed may carry no vote at all until the dispute is resolved, which removes your leverage at exactly the point it matters.
Days four to six: work out the real majority arithmetic
Ask the administrator, in writing, how the majority will be calculated for your class and what write-down is proposed. Two creditors holding similar nominal amounts can have very different influence if one sits in a class close to the threshold and the other does not. This is where a creditor with a large claim should consider whether voting alone moves the outcome or whether coordinating with others in the same class is what actually changes it.
Days six to eight: decide the vote and prepare the proxy
A vote is not a formality. Decide in advance whether you will attend, send a representative, or vote by proxy, and confirm the proxy form meets the format the administrator requires. Proxies that are incorrectly executed, unsigned, or submitted after the internal cut-off the administrator sets ahead of the statutory deadline are commonly rejected without further notice.
Days eight to ten: file any objection before the window closes
If the claims list is wrong, or the proposal treats your class less favourably than another comparable class, the objection has to be raised before the vote, not after. Once the meeting has voted and the composition is confirmed, the grounds for challenging it narrow sharply and are limited to procedural defects, not disagreement with the commercial terms.
When the creditor, the assets or the parent company sit outside Sweden
A foreign creditor faces the same deadlines as a domestic one, with less margin for error. Notices sent by post or in Swedish take longer to act on once translated internally, proxy documents executed abroad may need to meet formal authentication requirements the administrator's template does not anticipate, and a claim secured over assets located outside Sweden raises the separate question of whether that security is even recognised within the Swedish process. Where the debtor's parent sits abroad, intercompany claims and guarantees often carry a disputed status precisely because they were never invoiced on arm's length terms, which pushes them into the category that loses its vote until resolved.
What to check in the first ten days
- The exact amount and class your claim is recorded under in the notice
- Whether any part of the claim is marked disputed or contingent
- The write-down proposed and which majority rule applies to your class
- The format, deadline and signing requirements for a proxy
- Whether guarantees or intercompany claims connected to your position are treated separately
- The internal cut-off the administrator sets, which usually sits before the statutory deadline
- Whether foreign law governs any part of the underlying claim and what that changes for recognition
FAQ
#### Can a company's directors become personally liable for unpaid taxes during a composition, and which court decides that liability?
Personal liability for a company's unpaid taxes is a separate track from the composition vote itself and follows its own procedure and forum. A composition can settle the company's debt to the tax authority without resolving whether a director is personally exposed for the same liability, and creditors weighing their vote should not assume one process closes the other. The mechanics of that separate liability route are set out in our analysis of personal liability for company taxes.
#### How are deadlines set for corporate fines connected to conduct uncovered during a composition, and can they be avoided?
A composition addresses debt, not conduct, and if the administrator's review surfaces matters that point toward a corporate fine, the deadlines for that separate exposure run independently of the voting timetable. Waiting for the composition to conclude does not extend those deadlines. The detail of how those timelines are set is covered in our review of corporate fines and their deadlines.
#### If a creditor needs to trace assets abroad, for example in Belgium, does that sit outside the composition process?
Yes. The composition vote determines what happens to the claim within the Swedish process, it does not by itself locate or secure assets held abroad. A creditor who suspects the debtor holds recoverable assets outside Sweden needs a parallel enforcement step, which is a different exercise with its own timing. That process is described in our note on asset tracing and recovery in Belgium.
The numbers
The specific majority thresholds, the length of the notice period and the exact write-down percentage are set out case by case in the notice the administrator issues, not in a fixed table that applies uniformly across every composition. What can be said without a specific notice in hand is qualitative: a modest write-down clears a lighter majority than a deep one, disputed claims typically carry no vote until resolved, and the internal cut-off an administrator sets for paperwork is almost always earlier than the statutory deadline for the meeting itself.
Reading these figures from the notice, rather than estimating them from a previous case, is not a formality. Two compositions handled by the same administrator in the same year can carry different thresholds because the depth of the write-down differs, and applying last year's percentage to this year's notice is a common source of miscalculated votes.
Where it usually goes wrong
The most common failure is treating the ten days as preparation time for the meeting rather than as the operative deadline in its own right. By the time the meeting is held, the claims list is largely fixed and objections raised at that point are treated as late.
A second failure is assuming that not voting protects a creditor's position. Depending on how the administrator has structured the class, an abstention can be counted toward or against the threshold, and a creditor who intended to stay neutral can end up having supported terms it never agreed to.
A third failure is underestimating how much a disputed claim costs in influence. A claim held back as disputed loses its vote for the period the dispute runs, which in practice can be the entire window that matters, even if the dispute is later resolved in the creditor's favour.
This stops being a self-directed exercise once the claims list is wrong in a way that changes your class, once a guarantee or intercompany claim connected to your position needs to be separated from the general pool, or once coordinating a vote with other creditors in the same class becomes the only way the outcome moves. At that point the ten-day window is still open, but the work needed to use it correctly has moved beyond checking a notice.
What to do next
Everything above can be done from the notice itself: checking the claim, the class, the proxy format and the internal cut-off does not require a case review. What does require one is deciding whether your class is correctly drawn, whether a disputed claim should be pressed toward resolution before the vote rather than after, and whether coordinating with other creditors in the same class changes the outcome.
That assessment sits closer to how an administrator's own investigation of the board is conducted than to a simple claims check, and our overview of the trustee's investigation into the board sets out what that review typically covers and where a creditor's interests intersect with it.
Where the ten-day window is already closing and the class allocation looks wrong, the next step is an assessment of the specific notice, not a further reading of general material. That is where our involvement starts: get in touch with the notice and the claims list to hand.