XR Legal is an independent business law firm with a particular focus on tax law issues. We have many years of experience with both Swedish and international issues. Through our well-established network of contacts in Sweden and abroad, we offer specialist expertise in all areas of business law.

XR LEGAL ADVOKAT Inkomstskatt Mervärdesskatt Moms Transfer pricing Process


XR Legal have many years of experience of tax law, both individual and corporate, and we offer advice regarding both impending transactions and business events where tax issues arise subsequently. We handle issues relating to income tax for companies and individuals, ownership issues, VAT, etc.

XR LEGAL ADVOKAT Transaktioner Omstrukturering Koncernbeskattning


Many legal issues arise in connection with the acquisition and divestment of companies, requiring both experience and in-depth knowledge. XR Legal's advisers help clients throughout the entire process and can provide assistance, regardless of whether you are buying or selling.

XR LEGAL ADVOKAT Moms Mervärdesskatt Momsprocess Förhandsbesked


In co-operation with XR LEGAL is one of Sweden’s top VAT experts. Your VAT affairs will be in safe hands.

XR LEGAL ADVOKAT  Skatteverket Förfrågan Föreläggande Övervägande Revisionspromemoria Revision Process Förvaltningsrätt Kammarrätt Högsta förvaltningsdomstol


XR Legal will be by your side if you should be unfortunate to become involved in a dispute. We handle processes in both the general and administrative courts.

XR LEGAL ADVOKAT  Prissättning Bench mark


XR Legal's in-depth and practical experience with transfer pricing means that we can give you quick and efficient advice.

XR LEGAL ADVOKAT  Kurs Frukostmöte Nyhetsbevakning


XR Legal offer both general training and tailored ones, as well as ongoing news updates.

XR LEGAL ADVOKAT Inlösen Indragning Villkorat aktieägartillskott Ovillkorat tillskott Aktieägaravtal


XR Legal offer advice on all aspects of corporate law, along with issues relating to company formation, financing, ownership, liquidation and procedures concerning ownership changes, etc.

XR LEGAL ADVOKAT  Utköp Inlösen K10 Sparad utdelning Aktieägaravtal Skatteverket


Generational changes brings many questions relating to both tax and corporate law. XR Legal can advise you on the best arrangements for the smoothest possible transition from one generation to the next.

XR LEGAL ADVOKAT  Prissättning Bench mark

Lawyer Björn Mårtensson has been involved with tax cases since 1990, mainly assisting Swedish and international companies and their owners regarding income tax matters.

Björn has gained considerable experience over the years and has worked in practically every area of income tax law. He has also built up an extensive knowledge of problems and opportunities in other tax areas, such as VAT, civil law and accounting.

His strengths lie in dealing with income tax matters concerning transactions, restructuring and incentive programmes in medium and large owner-managed companies and companies with an international focus.

E-mail: bjma@xrlegal.se
Phone: 070 692 37 83


Lawyer Carl Jonas Agrén has been involved with tax law for more than 25 years. He has undertaken and been responsible for tax litigations for the Swedish Tax Agency, accounting firms and tax law firms, and is highly skilled in both tax law and other administrative law processes.

Carl Jonas also has a robust knowledge of the tax issues faced by closely-held companies and their partners.

E-mail: cj@xrlegal.se
Phone: 070 242 77 85

XR LEGAL ADVOKAT Inlösen Indragning Villkorat aktieägartillskott Ovillkorat tillskott Aktieägaravtal

Jan Kleerup is perhaps Sweden’s most knowledgeable VAT expert. He has over 40 years’ experience both of providing general advice and of authority processes, and is a well-known figure in the field of VAT.

Jan is also highly regarded for his courses, lectures, books and articles in this field and for his analyses of legal cases from the Court of Justice of the European Union and the Supreme Administrative Court of Sweden. Jan is a specialist conducting his business in co-operation with XR LEGAL.

E-mail: jan.kleerup@xrlegal.se
Phone: 070 516 92 26

XR LEGAL ADVOKAT  Utköp Inlösen K10 Sparad utdelning Aktieägaravtal Skatteverket

Lawyer Michel Weimer has been dealing with tax law for more than 15 years, primarily regarding Swedish and international personal and corporate taxation. He has particular experience and expertise in cross-border restructuring and establishing companies in Sweden or abroad, and in helping individuals to move to or from Sweden.

Michel also has many years of experience of transfer pricing and assisting multinational corporate groups with structuring and implementing intragroup transfer pricing models as well as preparing relevant intragroup transfer pricing documentation.

Michel also has detailed knowledge of the tax rules concerning owners/entrepreneurs with “closely held companies” (Swe. Fåmansföretag).

E-mail: michel.weimer@xrlegal.se
Phone: 070 389 89 28

XR LEGAL ADVOKAT Inlösen Indragning Villkorat aktieägartillskott Ovillkorat tillskott Aktieägaravtal

Royne Schiess has long and broad experience of working with complex VAT issues in various industry areas. His clients are listed companies as well as smaller companies and organizations. He has extensive knowledge of and has been involved in several VAT projects for municipalities and regions.

Royne often assists companies with correspondence with the Swedish Tax Agency, with tax litigations in court and with applications for advance rulings from the The Board for Advance Tax Rulings.

Between 2010 and 2020, Royne was the Head of and responsible partner of the indirect tax group at Ernst & Young (now EY) and also established their indirect tax group in Munich.

Royne is often engaged as a lecturer at courses and seminars.

E-mail: royne.schiess@xrlegal.se

Phone: + 46 (0)70 318 92 39

XR LEGAL ADVOKAT Inlösen Indragning Villkorat aktieägartillskott Ovillkorat tillskott Aktieägaravtal

Niclas Söderlund has more than 25 years of experience from working with tax matters. He has been Head of Tax at some of Sweden's largest companies, most recently AB Electrolux and Telia Company AB. He has gained extensive experience in general and international corporate tax matters, dispute resolution and litigation. 

Niclas has background from the Administrative Court of Appeal and has previous experience from working at law firms since 2019. Finally, he assists clients on real estate matters, structuring and financing real estate projects.

E-mail: niclas.soderlund@xrlegal.se
Phone: +46 72 545 25 25

Västra Trädgårdsgatan 6 A, SE-111 53 Stockholm, SWEDEN


General Terms and Conditions for Engagements with XR LEGAL Version 2023:1 1 General 1.1 These General Terms and Conditions apply to Engagements for all advisory services which XR LEGAL Advokat KB (XR LEGAL) undertakes to execute for the Client in accordance with a separate Engagement Letter. Hence, by entering into an Engagement with XR LEGAL, you are considered to have agreed to these General Terms and Conditions. 1.2 The Swedish Bar Association’s codes of conduct also apply to all the services provided by the XR LEGAL. 1.3 Any deviations from these General Terms and Conditions shall be agreed in writing. 1.4 In the event of a conflict between these General Terms and Conditions and the Engagement Letter, the Engagement Letter shall take precedence. 2 The Parties’ undertakings. 2.1 XR LEGAL shall execute the Engagement with such proficiency and care as follow from the Swedish Bar Association’s codes of conduct. 2.2 The Client shall, at the request of XR LEGAL, promptly provide such complete and correct information as is needed for the Engagement to be executed. If the Client, or a third party designated by the Client, does not provide the information and material in time, or fails to act required for the Engagement to be executed, this may cause delays and additional costs. XR LEGAL is not liable for such delays and additional costs, whether they are increased fee costs or other additional costs. Unless the Client and XR LEGAL have specifically agreed otherwise in the Engagement Contract, the Engagement is based on the information and material provided by the Client. XR LEGAL assumes that the information and material are correct and complete, which means that XR LEGAL does not independently verify the information and material supplied. XR LEGAL is not liable for conclusions or recommendations based on incorrect or deficient information from the Client or a third party designated by the Client. If there are evident reasons for XR LEGAL to assume that the information received is incorrect or deficient, the Client shall be promptly informed thereof. During execution of the Engagement, the Client shall ensure that XR LEGAL is regularly and promptly informed of any changes in the circumstances of the Engagement.

3 Client identification procedures and money laundering reporting 3.1 XR LEGAL is under statutory duty (Money Laundering Act (2017:630)) to make sure of our clients’ identity and ownership, and to obtain information about the nature and purpose of the matter, before work is begun. XR LEGAL may therefore ask you to provide information including evidence of your identity and/or the identity of any other person involved in the matter on your behalf, and, in the case of legal entities, the individuals having ultimate control over them (the beneficial owners), as well as information and documentation showing the origin of funds and other assets. XR LEGAL is also obliged to verify the information provided to us, and for that purpose may obtain information from external sources. We are obliged to retain all information that we have obtained in conjunction with these checks. 3.2 XR LEGAL is legally obliged to report suspicions of money laundering or financing of terrorism to the relevant authorities. We are also prevented by law from informing you of suspicions or that a report has been, or will be, made to the relevant authorities. Where there are suspicions of money laundering or financing of terrorism, we are obliged to decline or cease to act in the engagement. We cannot be held liable for loss or damage caused to you directly or indirectly by our compliance with the obligations we have considered to be incumbent on us under Clauses 3.1, 3.2 or 13.1. 4 Data Protection (GDPR) 4.1 XR LEGAL is a controller of personal data provided and obtained in relation to Engagements or otherwise registered when preparing or administering an Engagement. All processing of personal data takes place in accordance with current data protection legislation. Please refer to XR LEGAL’s ”Privacy Notice” on www.XR LEGAL.se for more information about how we process personal data.

5 Reporting, etc. 5.1 If the Engagement includes delivery of documents, the following shall apply. XR LEGAL fulfils its Engagement by supplying the final deliverables (on paper and/or electronically) to the Client. These documents may comprise advice and recommendations in reports, minutes of meetings, correspondence, statements in various respects and documents prepared at the Client’s request. 5.2 During performance of the Engagement and at the request of the Client, XR LEGAL may verbally (by telephone or at meetings) or more informally respond to direct questions or otherwise submit comments. As this can imply provision of a quick response to or comment upon a complex problem regarding which the Contractor does not have access to complete and correct information, XR LEGAL is not liable until the response or comment has been confirmed in writing. 5.3 Drafts of documents which XR LEGAL supplies to the Client on an on-going basis during the execution of the Engagement do not constitute XR LEGAL’s final position, and the Client may never, therefore, rely on or act or desist from acting on the basis of such drafts. 6 Assignment of personnel to the Engagement 6.1 XR LEGAL undertakes to assign personnel to work with the Engagement in such a manner that the undertaking in clause 5 is fulfilled. If the Parties to the Engagement Letter or to another document in the Engagement Contract have agreed on the personnel to be included in the Engagement Team – without any specific limitation of the right to change personnel – the Contractor may change personnel if this does not adversely affect XR LEGAL’s undertaking in accordance with clause 2, increase the costs to the Client, or imply that any timetable is materially disrupted. 6.2 If the Engagement Letter does not specifically govern the right or possibility of XR LEGAL to appoint sub consultants then XR LEGAL may, if deemed appropriate, appoint sub-consultants provided that these fulfil the Contractor’s obligation in accordance with clause 2. XR LEGAL is responsible for the work of the sub-consultant and is entitled to remuneration for work performed by the sub-consultant included in the Engagement.

7 Fees, disbursements, etc. 7.1 Unless specifically agreed in the Engagement Letter, the following shall apply to fees, disbursements and expenses, additional taxes, and charges, etc. 7.2 XR LEGAL’s fee are always in line with the Swedish Bar Association’s codes of conduct. The fee for the Engagement will be charged according to the basis of calculation stated in the Engagement Letter. In the absence of such basis of calculation, XR LEGAL will charge a reasonable fee, and in so doing, will consider, among other things, the resources employed, including specialist knowledge, the complexity of the Engagement, research and know-how which has been developed by XR LEGAL, use of technology and structural capital and whether the Engagement has been so urgent that the work has been required to be executed after normal working hours, at weekends or during holiday periods. 7.3 If the Engagement Letter specifies an estimated fee, XR LEGAL shall notify the Client, in writing, as soon as it is apparent that the estimated fee will be exceeded. The Client shall within ten (10) days of such notification inform XR LEGAL about any objections to the larger fee that the Client may have. 7.4 XR LEGAL is entitled to compensation for disbursements and expenses in connection with the Engagement, such as application and registration charges and disbursements for travel and board and lodging. 7.5 The Client shall pay to XR LEGAL the value-added tax (VAT) or other tax paid arising from the Engagement. 8 Invoicing and terms of payment 8.1 The following shall apply, unless otherwise agreed, in the Engagement Letter. XR LEGAL shall invoice the Client on an on-going basis, for the work performed and expenses incurred. 8.2 Alternatively, XR LEGAL may invoice the Client on an “on-account basis”, according to the estimated fee for the Engagement. In such case the final invoice for the Engagement shall state XR LEGAL’s total fees from which the already on-account invoiced amounts are deducted. 8.3 In certain cases, we will request a retainer before we commence work. The retainer will be used to settle future invoices. Our total fee for the engagement may be higher or lower than the retainer. 8.4 The Client shall provide payment not later than fifteen (15) days from date of invoice. In the event of delay in payment, penalty interest shall be payable in accordance with the Interest Act (1975:635).

XR LEGAL LAWFIRM - terms and conditions, CONTINUED

8.5 Delayed payment. If the Client fails to pay an invoiced amount on time, XR LEGAL is entitled to immediately discontinue the Engagement until the outstanding amount has been paid in full, and XR LEGAL will, then, be free of liability for any delay or other damage which may result from such cancellation. XR LEGAL is entitled to terminate the Engagement Contract in accordance with clause 15 if the Client has not paid an amount due and more than thirty (30) days have passed since the due date. The same applies if the Client fails to pay on time for any other engagement performed by XR LEGAL. 9 Non-disclosure, right of use and intellectual property rights 9.1 XR LEGAL protects the information the Client provides to XR LEGAL in an appropriate manner and in accordance with the codes of conduct applying to members of the Swedish Bar Association. 9.2 When a specific engagement has become public knowledge, XR LEGAL may disclose its involvement on your behalf in our publicity material and on our website. Such disclosure may only contain information that is already in the public domain. If XR LEGAL has reason to believe that you may be concerned about our disclosure, XR LEGAL will seek your consent before disclosure is made. 9.3 The Client does not have the right to disseminate to third parties or to its own organisation, or to use, material which is supplied by XR LEGAL in connection with the execution of the Engagement, such as results in the form of, for example, reports produced during the Engagement (“the Result”), to an extent in excess of that following from the Engagement Letter. XR LEGAL may, without restriction, re-use or utilise the contents of the Result of the Engagement in other engagements, provided that, in doing so, XR LEGAL does not contravene clause 9.1

9.4 XR LEGAL retains the right of ownership to all intellectual property rights, both owned and developed prior to the Engagement, as well as those developed during the Engagement. The Client may, however, make use of intellectual property rights owned or developed by the Contractor in order to be able to benefit from the Result of the Engagement, provided that this does not occur to an extent greater than that which follows from clause 9.2. If the Engagement covers or affects intellectual property rights which are owned, or have been developed by the Client, and which are modified or developed during the course of the Engagement through the initiatives of XR LEGAL, the Client retains full ownership to these rights. XR LEGAL may, however – unless otherwise agreed in the Engagement Letter – re-use or utilise the knowledge and know-how which it has supplied to the Client through its initiatives, provided that in doing so, it does not contravene clause 9.1. Neither Party may use the trademarks, logos, or other marks of the other Party without explicit and written consent. 10 Conflicts of Interest XR LEGAL may be prevented from acting for a party if there is a conflict of interest in relation to another client. Before accepting an engagement, we therefore check whether there is a conflict of interest in accordance with the codes of conduct applying to members of the Swedish Bar Association and/or other relevant bar associations. Notwithstanding such checks, circumstances may arise that prevent us from acting for you in an ongoing or future engagement. If this occurs, we strive to treat our clients fairly, taking into account the codes of conduct applying to members of the Swedish Bar Association. Hence, it is important before and during the engagement that you provide us with any information you consider may be relevant to determine whether or not there is an actual or potential conflict of interest. 11 Period of validity and termination 11.1 The Engagement Contract will apply from the date stated in the Engagement Letter or from the date on which the Engagement comes into effect if no start date is specified in the Engagement Letter. The Engagement Contract applies until the Engagement has been completed. 11.2 A Party may, by notification in writing, terminate the Engagement Contract with immediate effect if the other Party contravenes the terms of the Engagement Contract, provided that such deviation is of material significance and that no correction is made within thirty (30) days after a written request has been presented.

11.3 A Party may, by written notification, terminate the Engagement Contract with immediate effect if the other Party is unable to pay its debts, or an administrator according to either the Bankruptcy Act (1987:672) or the Company Reorganisation Act (1996:764), or a liquidator has been appointed, or if there is reason to assume that an event of this nature will occur.

11.4 In the event of termination of the Engagement Contract, the Client shall pay to XR LEGAL fees, disbursements and other expenses as referred to in clause 7 to which XR LEGAL, in accordance with the Engagement Contract, is entitled up to the time of termination. If the termination is not made in accordance with clause 11.3 or if it is made by the Client and is not based on any material breach of contract on the part of XR LEGAL, the Client shall also compensate XR LEGAL for other reasonable costs which have arisen in connection with termination of the Engagement Contract. Such costs are regarded as including costs of sub-consultant contracts, specific investments occasioned by the Engagement and specific close-down costs as a consequence of the Engagement Contract having prematurely terminated. XR LEGAL shall take reasonable measures to, as far as possible, limit such costs. 12 Responsibility 12.1 XR LEGAL is not liable for damages resulting from Swedish or foreign law or from actions by authorities, acts of war, strikes, blockades, boycotts, lockouts, or any other similar circumstance. With regard to strikes, blockades, boycotts and lockouts, the reservation also applies if XR LEGAL is, itself, the object of or takes such measures. 12.2 XR LEGAL carries out the Engagement in accordance with applicable rules and on the basis of the understanding of applicable interpretation of statutes and court rulings at the time at which the Engagement, or part of the Engagement, is executed. XR LEGAL does not have any li-ability for the consequences of any changes to statutes or re-interpretations made after the date on which XR LEGAL has reported on the Engagement or a pertinent part of the Engagement. 12.3 Unless otherwise agreed in the Engagement Letter, the result of the Engagement is intended to be used solely by the Client, and XR LEGAL, therefore, does not accept any liability towards third parties or any outsider attempting to utilise, derive benefit from or rely upon the work which XR LEGAL has carried out in the Engagement. 12.4 XR LEGAL shall be indemnified by the Client against any form of claim for compensation which third parties address to XR LEGAL – including XR LEGAL’s own expenses on the basis of third-party claims – as a consequence of the Client having made the Result of the Engagement, or any part thereof, available to third parties. The Client is not liable for thirdparty claims, however, if it can be shown that the Contractor has wilfully acted incorrectly or been grossly negligent. 12.5 Damages in cases other than those referred to in clauses 12.1 and 12.2 shall be compensated for by XR LEGAL only if XR LEGAL has acted negligently. XR LEGAL is, in no case, liable for loss of production, loss of profit, or any other indirect damages or consequential harm of any nature. 12.6 If XR LEGAL’s liability is not governed by law, XR LEGAL’s liability for all damages, losses, costs and expenditure in the Engagement is limited to the higher of either [two (2) times] the fee paid for the Engagement under the Engagement Contract or ten (10) times the price base amount, according to the Social Insurance Code (2010:110) applying when the Engagement Contract was entered into. This limitation does not, however, apply when it is shown that the Contractor has caused the damages wilfully or through gross negligence.

13 Complaints The Client shall promptly lodge a complaint in writing with XR LEGAL for such faults or deficiencies in execution of the Engagement or part of the Engagement as the Client discovers or ought to have discovered. The complaint shall contain clear information on the nature and ex-tent of the fault or deficiency. After a complaint or adverse observation has been made, the Contractor shall be granted an opportunity to remedy the fault or deficiency within reasonable time – if possible – prior to the Client demanding compensation. The right of the Client to damages or other compensation is forfeited if the complaint is not made within reasonable time. For it to be possible for a claim for damages to be lodged against XR LEGAL, the Client shall first make a complaint and shall then present such claims for damages in writing no later than twelve (12) months after the complaint. 14 Reportable arrangements according to the Tax Procedure Act (2011:1244) etc. 14.1 Due to the statutory duty of confidentiality, to which members of the Swedish Bar Association (advokater) including all employees of a law firm are subject to, we are prevented from reporting certain reportable arrangements to the Swedish authorities. However, we are obliged to inform you as Client that you personally need to comply and report certain reportable arrangements, in accordance with chapter 33 b in the Tax Procedure Act (2011:1244) as well as under the Council Directive (EU) 2018/822 (“DAC6”) and national legislation implementing DAC6, regarding cross-border reportable arrangements to the relevant tax authorities. 15 Notifications Complaints, terminations, and other notifications regarding application of the Engagement Contract and changes of address shall be sent by messenger or registered letter, e-mail, or fax to the most recently indicated addresses of the Parties. 16 Complete contract, partial invalidity If any provision of the Engagement Letter is found to be invalid, this shall not mean that these General Terms or the entire Engagement Contract are invalid. Insofar as invalidity affects the rights or obligations of a Party, reasonable adjustment shall, instead, be made. 17 Different language versions These terms and conditions have been produced in Swedish and English. The Swedish version applies to clients domiciled in Sweden. The English version applies to all other clients. English terms used in these terms and conditions are to be construed solely on the basis of Swedish legal tradition and laws, not on the basis of any other country’s legal tradition or laws. 18 Applicable law 18.1 Swedish law, with the exception of the rules on choice of law, shall be applicable to the Engagement. 18.2 Under certain conditions, clients who are consumers may turn to the Swedish Bar Association Consumer Disputes Committee to have fee disputes and other financial claims against us tried. Visit www.advokatsamfundet.se/Konsumenttvistnamnden for further information. 19 Disputes Disputes arising from the Engagement shall be governed by Swedish law and subject to the jurisdiction of the Swedish Courts.


Sometimes personal data will be provided to us or obtained by us when we are in contact with, for instance, clients or their representatives, business partners and consultants, foreign counsel, witnesses, counterparties, representatives or counsel of counterparties have contact with us in conjunction with our engagements. We also collect and process personal data on contact persons of suppliers and other external parties. Moreover, anyone who applies to work for us, visits our offices, communicates with us, enrols for events will provide us with personal data. Anyone with objections about, or comments on, the way we process personal data has the right to contact or file a complaint with the Swedish Authority for Privacy Protection, which is the supervisory authority for our processing of personal data, or the competent authority in the jurisdictions outside the EU in which our non-Swedish offices operate. Further information on how we use personal data and about how data subject rights can be exercised is available on request. If you have any questions or complaints about the way we process personal data, or wish to request exercise of rights as described above, you are welcome to contact us by email at michel.weimer@xrlegal.se or by post to XRLegal Advokat AB, Västra Trädgårdsgatan 6a, 111 53 Stockholm, Sweden.