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Structured finance refers to financing transactions that repackage and redistribute risk - for example securitisations, asset-backed securities, covered bonds, synthetic financings and other transactions that use special purpose vehicles - SPVs - to isolate assets and cash flows. In Trollhättan, as elsewhere in Sweden, these transactions are governed primarily by Swedish civil, company, tax and financial services law, together with applicable EU rules. Local businesses and financial institutions in Trollhättan may use structured finance solutions for financing receivables, real estate, leasing portfolios or industrial cash flows.
While many of the substantive legal principles are national or EU-wide, local practicalities - such as registration with Swedish authorities, availability of local advisors, and the local court system - will be relevant for anyone planning a structured finance transaction in Trollhättan. This guide explains why you may need a lawyer, the key legal themes to watch, common questions, useful resources and practical next steps.
Structured finance transactions are legally and commercially complex. You may need a lawyer when you are:
- Planning a securitisation or asset-backed funding program involving receivables, leases, mortgages or other assets.
- Establishing an SPV, drafting shareholder agreements or structuring corporate governance to achieve bankruptcy remoteness.
- Drafting or negotiating transaction documents - for example purchase agreements, servicing agreements, trust deeds, security documents and investor documentation.
- Navigating licensing and regulatory requirements - for example prospectus duties, disclosure obligations to investors, or the need for a financial undertaking licence.
- Structuring tax-efficient transactions and securing rulings or advice on VAT, withholding tax and corporate tax consequences.
- Securing and perfecting security interests - such as pledges, mortgages or assignments of receivables - and registering those interests with the correct public registers.
- Managing enforcement and workout strategies when underlying assets deteriorate - including insolvency proceedings, enforcement of security and creditor coordination.
- Handling cross-border elements - involving foreign investors, cross-border transfers of assets or conflicts of law.
The following legal areas are especially relevant for structured finance in Trollhättan and Sweden generally:
- Company Law - Swedish limited liability company rules regulate formation and governance of SPVs. Typical requirements include articles of association, share capital, board structure and registration with Bolagsverket - the Swedish Companies Registration Office.
- Contract Law - Swedish contract principles and standard commercial practice govern the validity, interpretation and enforcement of sale agreements, servicing contracts and security documents.
- Securities and Financial Regulation - Finansinspektionen - the Swedish Financial Supervisory Authority - oversees regulated financial activity. EU-level rules - for example the Prospectus Regulation, MiFID II aspects and CRR/CRD where banks are involved - can affect disclosure, investor protections and capital treatment.
- Tax Law - Swedish tax rules determine VAT treatment, corporate tax consequences, rules on withholding tax and potential tax risks such as beneficial ownership and transfer pricing. Tax structuring and advance rulings can be important.
- Security and Property Law - perfection and priority of security interests differ by asset class. Real estate mortgages are registered at the land register maintained by the Land Survey Authority - Lantmäteriet. Security over receivables, movable assets and shares requires specific measures to achieve enforceability and priority.
- Insolvency Law - Swedish bankruptcy and restructuring rules affect the treatment of SPVs and originators in default. Designing bankruptcy-remote structures and understanding creditor rights is critical.
- Procedural and Enforcement Rules - local courts - tingsrätt - handle litigation and enforcement matters. Arbitration clauses are common in structured finance to provide a neutral forum and faster dispute resolution, but local enforceability and the choice of governing law should be carefully considered.
An SPV is a legal entity created to carry specific assets and liabilities for a single transaction or series of transactions. SPVs are used to isolate credit risk, limit recourse to originators and facilitate the issuance of securities to investors. Under Swedish law an SPV is commonly formed as a limited liability company - aktiebolag - and structured to be bankruptcy-remote through contractual covenants, ownership and governance arrangements.
Not all securitisations require a licence, but regulated activities such as public offerings of securities, certain investment services or activities that qualify as deposit-taking or lending may trigger authorisation or reporting duties. Whether a licence is required depends on the precise structure and the parties involved. A lawyer can analyse whether regulatory approvals or notifications are needed.
Perfection depends on the type of receivable and the chosen security method. Pledges and assignments are common. For some receivables lenders use registered pledges or contractual assignments combined with notice to debtors to secure priority. Real estate-related receivables may require registrations with the land register. Local counsel can advise on the steps needed to achieve enforceability and priority.
Key tax considerations include VAT treatment of servicing fees, withholding tax on interest paid to foreign investors, corporate tax implications for SPVs, and potential country-specific anti-avoidance rules. Advance tax rulings or clear documentation of the commercial rationale may reduce tax uncertainty. A tax specialist should be consulted early.
Yes, parties often choose foreign governing law or arbitration clauses - for example English law or arbitration under an international arbitral institution - to provide predictability for international investors. However, where security interests are created over Swedish assets, Swedish formalities and public registrations are likely required for effectiveness, and Swedish courts may have jurisdiction for certain enforcement steps.
Timelines vary. Forming an SPV and completing registration can take days to weeks. Preparing documentation, negotiating investor terms, completing due diligence and achieving regulatory compliance can take several weeks or months depending on complexity. Allow time for tax and legal opinion processes and for any required approvals.
Main risks include credit risk of underlying assets, operational risks such as servicing performance, structural risks like weaknesses in bankruptcy remoteness, legal risks including defective documentation or imperfect security, and regulatory or tax changes. Legal due diligence and clear transaction architecture are used to mitigate these risks.
Yes. Swedish and EU rules provide higher consumer and retail investor protections, including stricter disclosure obligations for public offerings and suitability rules for intermediaries. Transactions marketed to professional or institutional investors can be structured differently, but parties must comply with rules on prospectuses, marketing and advice.
The design aim of securitisations is to isolate assets in an SPV so that originator insolvency does not affect cash flows. Whether assets are protected depends on the legal transfer method used, the quality of legal title, failure to observe formalities and any recharacterisation risks. Properly executed transfers and strong legal opinions reduce the chance that creditors can reach securitised assets.
Costs depend on scope and complexity. Simple asset transfers and SPV formation may be modest, while public issues, cross-border structures, extensive tax planning and regulatory work increase fees. Budget for counsel, tax advisors, rating agency fees if any, trustee or agent fees, and registration costs. A law firm can provide an estimate after reviewing transaction specifics.
Useful Swedish authorities and organisations to consult or use as reference in connection with structured finance include:
- Finansinspektionen - the Swedish Financial Supervisory Authority - for regulatory guidance and supervisory rules.
- Bolagsverket - the Swedish Companies Registration Office - for company formation and filings relating to SPVs.
- Skatteverket - the Swedish Tax Agency - for guidance on tax obligations, VAT and withholding tax.
- Lantmäteriet - the Swedish mapping, cadastral and land registration authority - for registration of mortgages and real estate security.
- Domstolsverket and the local tingsrätt - for information on courts, enforcement and litigation procedures in Sweden.
- Sveriges advokatsamfund - the Swedish Bar Association - to locate qualified lawyers and to check professional qualifications and specialisations.
- European bodies and EU regulations - for cross-border securities and capital markets rules that may affect securitisations and investor disclosure.
- Trollhättan Municipality - local business development and municipal authorities - for local business support and contacts when projects intersect municipal matters.
If you need legal assistance in structured finance in Trollhättan, consider the following practical steps:
- Assemble your core documents - business plan for the transaction, lists of underlying assets, current contracts, corporate documents for originators and any proposed SPVs, and existing security arrangements.
- Identify the key objectives - funding amount, target investor type, desired timeline, tax profile, and whether you need public offering or a private placement.
- Engage a specialist lawyer or firm with experience in Swedish structured finance - ask for references, examples of similar transactions and a clear engagement letter outlining scope and fees.
- Conduct legal and tax due diligence early - identify title issues, perfection steps for security, regulatory triggers and tax risks that could affect structure or pricing.
- Prepare transaction documentation - including SPV formation papers, purchase and sale documentation, servicing agreements, security documents and investor materials - and obtain any required legal opinions.
- Plan for registrations, notifications or filings with Swedish authorities and for any communications to investors or rating agencies as required by your structure.
- Build a transaction timetable that accounts for negotiation, approvals, registrations and funding steps, and maintain regular communication with advisers and counterparties.
Structured finance transactions are complex but manageable with the right local counsel and advisers. If you are unsure where to start, contact a Swedish law firm experienced in finance law or consult the Swedish Bar Association to find a qualified lawyer in Trollhättan or the Västra Götaland region.
