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About Project Finance Law in Solna, Sweden

Project finance in Solna, Sweden, follows the legal and commercial patterns used across Sweden and the wider Nordic market, with local considerations tied to municipal planning, permitting and market conditions in the Stockholm region. Solna is an active municipality for commercial development, infrastructure and energy-related projects. Typical project finance arrangements in Solna involve a special purpose vehicle - often a Swedish private limited company (aktiebolag) - lenders, sponsors, contractors and public or private offtakers. Legal work focuses on allocating construction, operational, regulatory and commercial risks, creating a robust security package and ensuring permits and public-law approvals are in place.

This guide summarizes practical legal topics and the local laws and authorities you are likely to meet when pursuing project finance in Solna. It is intended to give a clear, easy-to-understand starting point for people unfamiliar with Swedish practice and local requirements.

Why You May Need a Lawyer

Project finance transactions are legally complex and typically involve multiple stakeholders, significant sums and long-term commitments. You may need a lawyer if you are a sponsor, lender, contractor or public body and you face any of the following situations:

- Structuring the project vehicle and shareholder arrangements to limit sponsor liability and meet lender requirements.

- Drafting and negotiating loan agreements, security agreements, intercreditor agreements and hedging documentation.

- Preparing, reviewing or negotiating construction and EPC contracts, operation and maintenance agreements and off-take contracts.

- Navigating municipal planning, building permits and environmental approvals required under Swedish law and local Solna rules.

- Registering and perfecting security - for example mortgages on real property, pledges over shares or receivables, and assignments - to ensure enforcement is possible in Sweden.

- Advising on tax structuring, VAT rules, and potential tax risks related to the project.

- Handling public procurement requirements if part or all of the project involves a public contracting authority.

- Managing disputes, enforcement or insolvency issues that could disrupt project cash flows.

Local Laws Overview

Several Swedish statutes and local administrative rules are particularly relevant to project finance in Solna. The most important are summarized below in plain terms.

- Companies and corporate structure - Aktiebolagslagen governs Swedish limited liability companies. Project sponsors commonly use a limited company (aktiebolag) as an SPV. Corporate governance, shareholder agreements and rules on capital and distributions must comply with this law.

- Contracts - Avtalslagen and general contract principles govern commercial agreements. Parties often use internationally recognisable standard forms for construction and supply contracts, but local adaptations are common.

- Real property and mortgages - Jordabalken and related legislation govern property rights. Mortgages and property mortgages (inteckning) are registered at the Swedish Land Registry (Lantmäteriet). Security over property is usually required by lenders and must be properly registered to be effective.

- Pledges and other security - Pledge rights (panträtt) and security over movable assets, receivables and shares are created under Swedish law and perfected by registration or control steps depending on the asset type. Share pledges are typically documented and in some cases registered with the Companies Registration Office (Bolagsverket) or other registries as applicable.

- Environmental law and permits - Miljöbalken (the Environmental Code) sets environmental standards and permit requirements. Many projects require environmental impact assessments and permits from the County Administrative Board (Länsstyrelsen) and municipal authorities.

- Planning and building - Plan- och bygglagen (PBL) regulates land-use planning, detailed development plans and building permits. Local planning decisions in Solna will strongly influence project feasibility and timing.

- Public procurement - If the project involves public authorities or public funding, the Public Procurement Act - Lagen om offentlig upphandling (LOU) - applies. Procurement rules affect how contracts can be awarded and may require open tendering processes.

- Tax and VAT - Swedish tax laws, including income tax rules and VAT legislation, affect project cash flow, financing structure and cross-border payments. Withholding tax rules and transfer pricing may also be relevant for international participants.

- Financial regulation - The Swedish Financial Supervisory Authority (Finansinspektionen) regulates certain financial services and market conduct. Depending on the financing structure, regulatory approvals or notifications may be needed.

- Insolvency and enforcement - Insolvency is governed by Swedish insolvency law and procedures. Enforcement of monetary claims and certain security rights is handled by the Swedish Enforcement Authority (Kronofogden). For complex cross-border finance, choice of governing law and dispute resolution clauses are important. Stockholm is a common seat for arbitration and the Stockholm arbitration community is experienced in international project finance disputes.

Frequently Asked Questions

What exactly is project finance and how does it differ from corporate finance?

Project finance is a method of financing where lenders look primarily to the project's cash flows and assets for repayment and security, rather than to the general credit of the sponsors. The project is typically operated through a special purpose vehicle. Corporate finance looks at the broader balance sheet and credit of a company. In Sweden, project finance will typically involve detailed contractual allocation of construction, performance and market risks to create bankable cash flow.

Can I use non-recourse or limited recourse financing in Sweden?

Yes. Non-recourse and limited recourse financing structures are used in Sweden. Lenders will require a robust security package, guarantees or step-in rights, and thorough contractual protections. The feasibility depends on the predictability of project cash flows, the quality of contracts and enforceability of security under Swedish law.

What legal structure is commonly used for an SPV in Sweden?

The most common legal form is a private limited company (aktiebolag). It provides limited liability for shareholders and is familiar to lenders. The Companies Act sets out formation, governance and capital rules. Shareholder agreements are commonly used to align sponsor interests and set rules for decision-making and financing.

How do lenders take security over real estate and assets in Sweden?

Lenders use mortgages and registrations at the Swedish Land Registry (Lantmäteriet) for real property. For movable assets, receivables, bank accounts and shares, different perfection steps apply - for example registration, control, or documentation of pledge. Properly documenting and registering security rights is critical to ensure enforceability in Sweden.

Are English law or international arbitration clauses commonly accepted?

Yes, international parties often choose English law for major finance documents and arbitration with Stockholm as the seat or use the Arbitration Institute in Stockholm. However, security over Swedish real property and certain local matters is usually governed by Swedish law. Local counsel should be used to draft security documents to avoid enforceability issues.

What permits and municipal approvals are typically required in Solna?

Typical permits include detailed development plans and building permits under the Planning and Building Act (PBL), environmental permits under the Environmental Code (Miljöbalken) where relevant, and local approvals such as connection permits for utilities. The timing and scope depend on project type and location within Solna.

How long does the permitting and planning process normally take?

Timelines vary widely. Minor building permits can take a few months, while changes to detailed plans, major infrastructure projects or projects requiring environmental impact assessments can take a year or more. Early engagement with the Solna municipality and relevant authorities helps identify requirements and reduce delays.

What are typical legal risks to watch for in a project finance deal in Solna?

Key legal risks include permit and planning delays, contractor performance risk, force majeure and political or regulatory change, environmental liabilities, tax risks, inadequate security perfection, and lender-sponsor contractual gaps. A thorough legal due diligence and risk allocation in contracts reduce these risks.

What happens if a project company becomes insolvent - how are lenders protected?

Protection depends on the security package and contractual remedies. Lenders typically take first-ranking security over project assets, step-in rights in contracts, assignment rights to receivables, and intercreditor arrangements. In insolvency scenarios, Swedish insolvency procedures apply and enforcement is subject to Swedish law and courts or enforcement authorities.

How much does it cost to hire a project finance lawyer in Solna or Stockholm?

Costs vary by lawyer experience, firm size and transaction complexity. Expect initial advice and document review fees, and higher fees for negotiation, complex documentation and closing work. Some firms offer fixed fees for specific tasks, while others bill hourly. Budgeting and obtaining a fee estimate at the outset is common practice.

Additional Resources

Below are Swedish authorities, standard-setting bodies and organisations that are useful for project finance matters in Solna and Sweden generally. Contacting or consulting resources from these bodies can provide regulatory guidance and practical information:

- Swedish Companies Registration Office - Bolagsverket - for company registration and certain filings.

- Swedish Land Registry - Lantmäteriet - for property registration, mortgages and land information.

- Solna Municipality - for detailed local planning, building permits and local requirements.

- County Administrative Board in Stockholm - Länsstyrelsen - for environmental permits and regional approvals.

- The Swedish Environmental Protection Agency - Naturvårdsverket - for national environmental guidance.

- The Swedish National Board of Housing, Building and Planning - Boverket - for national building regulations and guidance on planning.

- The Swedish Energy Agency - Energimyndigheten - for energy project guidance, subsidies and regulatory information.

- The Swedish Financial Supervisory Authority - Finansinspektionen - for financial regulation and licensing questions.

- The Enforcement Authority - Kronofogden - for enforcement and debt collection processes.

- The Arbitration Institute of the Stockholm Chamber of Commerce - a commonly used forum for resolving international commercial disputes.

Next Steps

If you need legal assistance for a project finance matter in Solna, consider the following practical next steps:

- Prepare a brief - summarise the project, parties, financing structure, timeline, key contracts and permits. Include any existing documentation you have.

- Identify the type of legal expertise required - corporate and company law, real estate and security, construction and EPC contracts, environmental and planning law, tax and financial regulatory advice.

- Contact a law firm or lawyer with project finance experience in Sweden and the Stockholm region. Ask for references, prior transaction examples and a clear fee estimate or fee structure.

- Arrange an initial meeting to review the project brief and agree a scope of work. Typical early tasks include legal due diligence, a risk allocation memo, and drafting or negotiating key documentation.

- Engage local specialists as needed - for example technical advisors, environmental consultants, tax advisors and local planning consultants - to support legal due diligence and permitting strategies.

- Build a timetable that sequences permit applications, procurement, contracting and financial close, and allow contingency time for municipal and regulatory steps.

Early legal involvement improves the chances of meeting lender and regulatory requirements and reduces avoidable delays and costs. If you want help preparing a project brief or choosing the right legal adviser, prepare your core documents and contact a specialist firm for a focused initial review.