Who is liable for debts in a Swedish limited partnership?
A general partner has unlimited liability for the partnership obligations. Several general partners are jointly and severally liable. A limited partner is normally liable only up to the paid or promised contribution. A withdrawn contribution can be treated as unpaid.
Source status
- Source reference registered, source text not re-verified
Lag (1980:1102) om handelsbolag och enkla bolag
Read date
What the rules say
- A general partner has unlimited liability for the partnership obligations. Several general partners are jointly and severally liable.
- A limited partner is normally liable only up to the paid or promised contribution. A withdrawn contribution can be treated as unpaid.
- General-partner liability can arise if the counterparty neither knew nor should have known of the limitation, or a name without the word kommanditbolag is used with the limited partner’s knowledge and consent.
- Not all partners may be limited partners. Foundations and non-profit associations may not be general partners.
The requirements line by line
| Question | Requirement | Source |
|---|---|---|
| General partner | A general partner has unlimited liability for the partnership obligations. Several general partners are jointly and severally liable. | Lag (1980:1102) om handelsbolag och enkla bolag |
| Limited partner | A limited partner is normally liable only up to the paid or promised contribution. A withdrawn contribution can be treated as unpaid. | Lag (1980:1102) om handelsbolag och enkla bolag |
| Exceptions | General-partner liability can arise if the counterparty neither knew nor should have known of the limitation, or a name without the word kommanditbolag is used with the limited partner’s knowledge and consent. | Lag (1980:1102) om handelsbolag och enkla bolag |
| Permitted roles | Not all partners may be limited partners. Foundations and non-profit associations may not be general partners. | Lag (1980:1102) om handelsbolag och enkla bolag |
What it means for the company
Check the partnership agreement, registered roles, promised contributions and the business name used in contracts.
What it means for the individual
Personal liability depends on your role, any personal guarantees and the circumstances of the individual case.
Source lines
- Svensk författningssamling, RiksdagenLag (1980:1102) om handelsbolag och enkla bolag · read 2026-10-30 · proof 29d4b7a4848a4ed8
Next step
Check the partnership agreement, registered roles, promised contributions and the business name used in contracts.
This page reports what the sources say, with the identifier and address of the publisher. It is not legal advice and does not decide an individual matter.
Next step
Three ways to put the register to work in your own practice.
Start with your task
Litigation
Find support in a judgment
Search guiding decisions, see what became final and follow changes in the law.
In-house, deals
Map the rules in a transaction
Move from theme to act and on to the article that carries the duty.
Compliance
Assess the risk in a process
Risk scoring per legal area, with the sources behind every score.