(edit title) Deputy Board Member for AB Is there any risk to lend my name for new company? Options

[fishing]

He says that he only needs my name for establishing new AB company.

Will deputy board member have any responsibility or risk if the company would
have debt or lawsuit?

It says here "Deputy board members can be held personally liable for decisions that have been made when they served on the board."
https://bolagsverket.se/en/bus/business/lim...irectors-1.8631

[Gamla Hälsingebock]

Didn't you just answer your own question???

[DuneSunny]

There is also a risk as to what type of business it is. I once had a colleague who did this and it turned out that his "mate" was starting the AB to import p*rn films into Sweden. This was contradictory to his terms of employment:
1) not to be in another company AB without informing his employer
and
2) not to be involved with any form of business that could damage the reputation of his employer. He was fired on the spot and even facket could not do anything. So beware what you sign up for.

[yet another brit]

You should read up on the law involved!

A deputy ("suppleant") can be jointly liable for the decisions made by the company *if* they were actively part of the deliberation process, though they aren't required to take an active part.

Other than that, the deputy has a duty to remain aware of (but not necessarily involved in the day to day running of) the company business such that they can represent the company in urgent matters (say, the owner falling under a bus). The deputy also has a duty not to be passive if they detect or suspect untoward activity in the company.

And as above - certainly if the nature of the business is competitive with your own employer, it would be problematic. Even if it wasn't competitive, some employers might object, and more to the point will often have the right to be asked.

[fishing]

So if the company is sued, then I personally also can be sued. And if the company owe someone money and the company can't pay it back, then I have to pay back.
Is it right?

[fishing]

Wait here...
You all sounds like you are talking about enskild firma.

With an enskild firma you're personally liable for any debts, Yes.
But with an AB you can only lose the money you put into the company, right?

[john.boy]

But with an AB you can only lose the money you put into the company, right?

Right, except for tax debts.
There is no limited liability for tax debts, for recovery they can claim against any of the board members.

[fishing]

So is this correct?
-If I am not actively involved in their business, I will NOT get involved with any legal issue.
-When the company can't pay back money to someone or some organization, I am not responsible for it at all.
-If the company has nothing to do with my work field, it has no influence for me at all.
-If all die except me, then I must take care of the company (what a big possibility!)
-ONLY tax, I can be responsible if the company fail to pay.

Then there is no risk at all unless the company make billions and suddenly goes bankrupt without paying huge amount of tax.

Please confirm.

[DuneSunny]

So is this correct?
-If I am not actively involved in their business, I will NOT get involved with any legal issue.
You will moat likely be required to sign off the annual accounts - so if they are wrong and you are a counter-signatory, then you can be made liable.
-When the company can't pay back money to someone or some organization, I am not responsible for it at all.
That is why you have an AB, then can only claim against the capital in the company, usually SEK 50,000
-If the company has nothing to do with my work field, it has no influence for me at all.
As long as the company is not doing something that your employer deems to be morally incorrect. If the company goes bankrupt and you are on the board of directors, then this would impact your credit rating.
-If all die except me, then I must take care of the company (what a big possibility!)
Correct
-ONLY tax, I can be responsible if the company fail to pay.
Correct

[yet another brit]

So if the company is sued, then I personally also can be sued. And if the company owe someone money and the company can't pay it back, then I have to pay back. . Is it right?

Not unless you were found legally liable to have failed in your fiduciary duty - that is the whole point of an AB ("limited liability" and all that).

Going broke isn't necessarily a failure of fiduciary duty either (ask The Donald...)

A styrelsesuppleant isn't required to sign off the company accounts, by the way. But if they did (for whatever reason) then they have the same accountability as any other director; accountability to the shareholders when convened at a general meeting, for example.

For many a small company, the shareholders, styrelsen and suppleant are all the same family, of course...

[yet another brit]

Right, except for tax debts. . There is no limited liability for tax debts, for recovery they can claim against any of the board members.

Even then, the tax office has to claim negligence or deliberate action. If, for example, a company has applied in good faith for bankruptcy or reconstruction as the problem emerged then a tax debt cannot be pursued against the directors.

[DuneSunny]

"A styrelsesuppleant isn't required to sign off the company accounts, by the way. But if they did (for whatever reason) then they have the same accountability as any other director; accountability to the shareholders when convened at a general meeting, for example.

For many a small company, the shareholders, styrelsen and suppleant are all the same family, of course..."


In many small AB's there are only the minimum amount of people required on the Board to sign off the accounts, so you can be accountable as stated by Yet Another Brit.

As you are asking this forum, I imagine that this is not some big AB that you are being asked to sign up for, more a small local AB who has read "Rich Dad Poor Dad" and is trying to skim of tax / moms in Sweden, which many do legally.