FAR sharpens audit-duty guide: liquidation risk, one-year karenstid

A company under a statutory audit duty (revisionsplikt) that lacks an auditor faces concrete sanctions: Bolagsverket can order it to appoint an auditor, with compulsory liquidation (tvångslikvidation) as the ultimate sanctionFAR. Where the annual report and audit opinion are filed late, late-filing fees (förseningsavgifter) and penalty orders (vite) can follow; if the filings are still missing fifteen months after the financial year-end, board members and the managing director become jointly and severally liable for obligations the company then incurs (Årsredovisningslagen 8 kap.).

On scope, the revised page narrows the public-interest description to listed companies, credit institutions and insurance undertakings, while confirming that all public limited companies (publika aktiebolag) and companies with special profit-distribution restrictions must always have an auditor regardless of size. For ekonomiska föreningar and foundations, the general rule remains an auditor, with the new text adding that 8 kap. lagen om ekonomiska föreningar and 4 kap. stiftelselagen set special thresholds for when at least one authorised (auktoriserad) auditor is required.

The size thresholds themselves are unchanged: an aktiebolag may opt out of audit only if it stays below at least two of the three limits — more than 3 employees on average, more than SEK 1.5 million in balance-sheet total, more than SEK 3 million in net turnover — in each of the two most recent financial years (ABL 9 kap. 1 §). The same two thresholds must be exceeded in two consecutive years for the duty to arise, and the duty then takes effect in year three for a newly started company.

Two group rules change in emphasis. For a parent in a newly formed group, the assessment now looks at the group companies' reported figures for the two most recent financial years, taken from their adopted annual accounts and, where one exists, the group accounts. And where an audit-duty parent is acquired by a new owner, the duty is assessed under ABL's two-year requirement: a below-threshold outcome in the most recently adopted annual accounts normally breaks the two-year chain, which in practice means a one-year waiting period (karenstid)FAR — replacing the old guidance that the duty simply continued until two consecutive below-threshold years. Conversely, a former parent that sells its subsidiary and is no longer a parent has no waiting period at all, though the articles may need amendment.

Karenstid otherwise works as before: a company that sees it will no longer exceed the thresholds still keeps its auditor for the first below-threshold year, and can dispense with the auditor once an annual report showing the thresholds are not exceeded has been adopted.

Legal basis: Aktiebolagslagen (2005:551) 9 kap. 1 § on audit duty and thresholds; Årsredovisningslagen 8 kap. on filing, late fees and liability; 8 kap. lagen (2018:672) om ekonomiska föreningar and 4 kap. stiftelselagen (1994:1220) on association and foundation auditors.