Template for Transfer Agreement - Sole proprietorship to Joint Stock Company

Product description: Transfer agreement for the transfer of business from a sole proprietorship to a limited company

Converting a sole proprietorship to a limited company involves several steps and legal considerations. In order to ensure that the transition takes place smoothly and in accordance with the applicable legislation, it is crucial to have a correct and detailed transfer agreement. Our transfer agreement document template is designed to meet all requirements and contains all the necessary components for a successful transfer.

Content of the template

1. Details of the parties

Transferor (individual company): name, address, organization number.

Acquirer (stock company): name, address, company number.

2. Background and purpose

Description of the transferor's business and the purpose of the transfer to a limited company.

3. Transfer of assets and liabilities

Detailed list of assets such as inventory, stock, and intellectual property rights.

Specification of assumed liabilities and how these are to be handled.

4. Purchase price and payment terms

Indication of purchase price (amount to be paid) and payment terms.

5. Warranties and insurances

The transferor's guarantees about the condition of the assets and any liabilities.

Assurances that all information is correct and complete.

6. Personnel conditions

Management of existing staff and their transition to the new company.

7. Agreement and permission

Transfer of existing agreements and permits, and how counterparty approval should be handled.

8. Confidentiality and non-competition

Confidentiality clauses to protect trade secrets.

Any non-competition restrictions that the transferor must comply with.

9. Dispute resolution

Methods for resolving any disputes that may arise.

10. Applicable Law

Information about which legislation applies to the agreement.

11. Signatory

Places for signatures of both parties and dates.

Appendices

List of assets and liabilities.

Any promissory notes for assumed debts.

Important considerations when converting

VAT and taxes

VAT must be reported up to the deregistration date for the individual company. If assets are transferred to a tax value, withdrawal taxation is avoided (Skatteverket).

Accrual and expansion funds

To avoid withdrawal taxation, assets corresponding to the fund's value must be transferred. If the capital is not sufficient, additional funds must be added to the limited company (Verksamt.se).

Interest distribution

Positive or negative interest distribution based on the capital base can be made at the last accounting of the business activity.

Commercial real estate and commercial residential rights

The transfer is reported in the capital income category, and the limited company takes over any voluntary VAT registration for the rental of premises.

Title and registration

The limited company must apply for a deed for real estate at the Land Registry and register the company at the Swedish Companies Registration Office as well as report F-tax and VAT (the Owners).

Frequently asked questions (FAQ)

What is the difference between a collection transfer and share transfer?

Debt transfer means that the business itself is transferred, including assets and liabilities, while share transfer means that the shares in a limited company are sold.

Which tax rules apply in case of transfer?

When reorganizing, certain taxes can be avoided if assets are transferred at their tax value. Accrual and expansion funds can be transferred without being subject to taxation under certain conditions (Skatteverket).

How are existing contracts and personnel handled?

Existing agreements are transferred to the limited company with the approval of the counterparties. Staff are offered continued employment on unchanged terms.

What happens if my equity is lower than the share capital in the new company?

If your equity capital is lower than the share capital, the difference must be covered by the addition of private funds to avoid taxation of prohibited loans.

When must the company be registered with the Swedish Companies Registration Office?

The limited company must be formed and registered before the company form is changed. This ensures that the transition takes place in accordance with the requirements of the law and that the limited company can take over the assets and liabilities of the business.

Termination

This document template for a transfer agreement between a sole proprietorship and a limited company is designed to provide a comprehensive and legally correct transfer of business. By following the template, you ensure that all important aspects are taken into account and that the transition takes place in accordance with Swedish legislation. The document can be downloaded immediately after purchase, giving you instant access to a professional template that can be customized to your specific needs.