Reference & Definitions

A disclaimer is a legal statement that limits or denies liability for the consequences of using or interpreting published content.

It is commonly placed at the end of web pages or documents, and clarifies that the information provided does not constitute legal or professional advice.

Example on this site: “Content provided 'as is' without warranties. Terms governed by Swedish law — Malmö courts have exclusive jurisdiction.”

A legal notice (or mentions légales in French) refers to the mandatory publication of identifying details about the entity behind a website, such as the publisher, address, VAT number, or legal operator.

In Sweden, this is enforced under the E-commerce Act (2002:562) and ensures transparency, consumer protection, and traceability.

Non-compliance can hinder legal recourse in disputes or complaints.

The Four Corners Rule is a legal principle stating that a document must be interpreted solely based on what is written “within its four corners” — meaning the four sides of the paper. No external evidence may be introduced to modify or explain the text unless the document is ambiguous.

Originating in Anglo-American contract law, the doctrine is used in courts to determine the intent of a contract or agreement, by restricting analysis to its internal content. Everything needed for interpretation must be found in the document itself.

In forensic work, this principle becomes relevant when documents (like shareholder agreements, minutes, audits) are drafted to appear self-contained and unambiguous — even when their real function may be to disguise a transfer, an omission, or a hidden beneficiary.

The Four Corners Rule is useful to expose what is intentionally omitted. When a document is silent on a topic that would logically be mentioned, the absence itself can become a clue — especially when compared across versions or years.

In your case, the principle helps evaluate whether documents (e.g. annual reports, resolutions, agreements) are “complete” or were drafted to appear formally correct while omitting material relationships or changes of control.

It is not a forensic tool in itself — but it sets the ground for spotting legal engineering or documentary stagecraft, especially when paired with timeline analysis and external evidence.

Under EU Directive 2015/849 on anti-money laundering, Swedish companies must identify their verklig huvudman (beneficial owner) separately from board representatives. This rule aims to prevent opaque control structures and ensure transparency in corporate governance.

Since 2017, all Aktiebolag must report their beneficial owners via Bolagsverket's official register. Non-compliance may lead to administrative sanctions or even criminal investigation under Swedish economic crime law.

📄 Official text: EU Directive 2015/849 – EUR-Lex

Most jurisdictions—including Sweden—require commercial websites to identify their legal operator. In Sweden, this is enforced by the E-commerce Act (2002:562), which mandates clear display of the company name, organisation number, VAT ID, and contact details.

This transparency protects consumers and employees, facilitates accountability, and ensures traceability of online businesses. Similar obligations exist across the EU, Germany (Impressumspflicht), and France (mentions légales).

Omission of such disclosures is not always illegal, but it typically indicates informal structuring or intent to limit visibility—which can obstruct due diligence or legal recourse in case of dispute.

🗣️ Term origin: Affectio societatis is a Latin legal phrase used in French corporate law. It literally means "willingness to form a company". It refers to the mutual intention of individuals to form and operate a business together as partners.

• 🇬🇧 English translation: Mutual intent to associate / Shared partnership intention
• 🇸🇪 Översättning på svenska: Gemensam vilja att bilda ett bolag

⚖️ In French jurisprudence, affectio societatis is a legal condition for the validity of a partnership or company. It proves that the founding members are not just nominal shareholders — but truly wish to cooperate and take joint risks.

• 📍 Used by French courts to detect fake companies or abusive setups.
• 📚 Required for all types of sociétés: SARL, SAS, SCI, etc.
• 🚨 Its absence may lead to reclassification or nullification of the company.

📘 Typical legal usage:
“La société doit être dotée d’un objet licite, d’un capital social, et d’un affectio societatis entre les associés.”

📘 Translated in English:
“The company must have a lawful purpose, shared capital, and mutual intention to associate between the partners.”

🔗 Original source: Le critère casuistique de classification des sociétés

A Holding Company is an entity created to own shares in one or more other companies, usually without direct commercial operations of its own. Its purpose is to control, consolidate, or protect underlying business assets.

In large corporate groups, a holding might coordinate finance, legal strategy, and investment flows across subsidiaries. In smaller setups or offshore structures, however, holdings may serve more symbolic or strategic purposes — such as isolating liabilities, fragmenting control, or hiding the true beneficial owner.

The term “holding” does not guarantee operational depth. In your case, MedFood Holdings Ltd is registered in Cyprus, has no known employees or infrastructure, and serves exclusively as the legal owner of IzakayaKoi AB post-2004. This is a classic example of a passive holding vehicle — potentially designed for tax or opacity purposes.

A holding may appear legitimate in public records, yet be disconnected from the daily operations, which remain handled by nominees or external managers. That’s why the title “holding” must always be cross-examined with actual business substance.

In forensic work, holdings act as anchors: they centralize formal control but may not reflect the real ecosystem of people, payments, and power.

In corporate genealogy, holdings are structural pivots: they signal transitions, ownership shifts, or hidden consolidations. Identifying their connections helps reconstruct ownership trees and expose coordination across legal entities.

A shell company (or “société écran”) is a legal entity that has no significant assets or active operations. It exists mainly on paper and is often used to hold shares, obscure ownership, or structure financial flows.

Shell companies are commonly used to limit liability, avoid taxes, or enable offshore asset transfers. While they can serve legitimate purposes (e.g., pre-launch entities, investment vehicles), they are frequently involved in opacity, cross-border layering, or delayed ownership disclosure.

In legal and forensic contexts, the presence of a shell company often signals a need for deeper investigation into beneficial ownership, governance proxies, or income redirection strategies.

The “Invest AB” suffix — short for Investment Aktiebolag — doesn’t always imply an active investment firm. In Swedish business practice, it often means a company used for holding, shielding, or managing income through a separate legal structure.

The model is popular among restaurateurs and service professionals. Instead of drawing a salary (which is taxed at a higher rate), they channel earnings into their Invest AB, pay lower corporate tax, and later withdraw dividends at favorable rates.

In Malmö’s hospitality scene, dozens of “Invest AB” entities serve to buy family apartments, own restaurant buildings, or simply shield liability. It’s a quiet way of separating private control from operational exposure.

This strategy gained traction post-2006 tax reforms in Sweden, and is now a common template for service-heavy or risk-prone sectors.

Key external sources — to explore the fiscal roots of Invest AB strategies:

• “3:12–Corporations in Sweden: The Effects of the 2006 Tax Reform”
  This study analyzes the 2006 tax reform’s impact on closely held companies in Sweden, highlighting the rise of holding structures for income deferral and tax optimization.
  📎 View full report (PDF)
• “Taxes in Sweden 2006” — Skatteverket
  Provides an overview of Sweden’s 2006 tax system, including statistical tables and descriptions of tax bases, revenue breakdowns, and legal structure.
  📎 Consult the report (PDF)
• “Sweden: 2006 Article IV Consultation; Staff Report” — IMF
  The IMF’s country report discusses Sweden’s 2006 tax reform program, focusing on corporate tax cuts aimed at stimulating economic activity.
  📎 Read the full report (PDF)

Additional insights — for broader fiscal context:

• Sweden’s 1991 Tax Reform
  Although older, the 1991 reform is widely considered the “tax reform of the century” in Sweden, bringing structural changes to the national tax system.
  📎 Read the reform’s overview (PDF)
• Evolution of capital taxation in Sweden
  A historical and theoretical perspective on capital taxation dynamics in Sweden — useful for understanding long-term fiscal strategies.
  📎 Read the academic paper (PDF)

A Board Member is a legally registered director responsible for overseeing and formally representing the company’s interests. In most jurisdictions, this position grants voting power on key governance issues such as financial reporting, strategic decisions, and executive appointments.

Board Members are usually appointed by shareholders. In larger companies, they are selected for their experience or expertise and may sit as part of a multi-member board with clear role distributions (Chairperson, Treasurer, etc.). In smaller companies, the board may consist of a single individual — often the founder or a family member — making the board structure a legal formality rather than a functioning body.

The presence of only one board member (especially when coupled with a Deputy Board Member but no wider governance team) often reflects a tightly held company, possibly a shell entity, or a low-activity business. In forensic terms, this may suggest risk exposure due to limited oversight or consolidated control.

Board members have personal legal liability in cases of fraudulent reporting, tax evasion, or corporate negligence. Their names are typically listed in national company registries and can be tracked across multiple entities to detect patterns of control, influence, or recurring irregularities.

The board structure serves both functional and symbolic purposes. In robust firms, it supports governance and transparency. In minimal structures, it may serve only to meet registration requirements while shielding decision-makers behind formal titles.

In corporate genealogy, board members are essential markers for tracing continuity and control across legal entities, especially when company names or registration numbers change but human operators remain the same.

A Deputy Board Member (or Alternate Director) is a legally designated substitute who takes over a Board Member’s duties in case of death, resignation, illness, or formal absence. Outside of such events, this role is passive and has no legal authority or voting power.

In smaller companies or single-director firms, this role is often added for compliance reasons. Swedish law, for example, requires the nomination of a deputy if the board has only one formal member. The deputy ensures administrative continuity without implying any real involvement.

This position is typically symbolic and rarely activated in practice. In many cases, deputy members are friends, family members, or legal acquaintances of the main director — not selected for oversight capacity but simply to satisfy registry conditions.

From a forensic standpoint, the appointment of a Deputy Board Member with no corporate activity or public presence can be an indicator of a closed governance model. It may also suggest that the formal board is not the true locus of power, especially when the same names appear repeatedly across related legal entities.

While technically part of the governance framework, the deputy board member holds no operational role unless activated. This makes it difficult to assess their knowledge of day-to-day operations or accountability in irregular situations.

In corporate genealogy, deputy members are worth noting primarily to reveal structural minimalism or strategic patterns — such as legal insulation of the primary board member through dormant or nominal substitutes.

An Auditor (or statutory auditor) is an external party legally appointed to review, verify, and sign off on a company’s financial statements. Their mission is to certify that the accounts give a fair view of the company's financial position and comply with applicable laws.

In larger corporations, this role is held by licensed audit firms (e.g., KPMG, PwC) and plays a crucial part in investor confidence and regulatory compliance. In small private companies, the auditor is often an independent accountant — or sometimes a close associate — with a role that is more formal than substantial.

Auditors must be independent, both in function and appearance. They are legally barred from management roles or shareholding. However, in practice — especially in small firms — the auditor may be a friend, former consultant, or recurring figure validating multiple companies across a network.

The identity of the auditor is often a critical forensic clue: do they appear in other linked firms? Are they involved in known tax audits? A passive or unqualified auditor may indicate systemic opacity or administrative negligence.

This role is a legal residue from 20th-century commercial codes, where trust between stakeholders required third-party oversight. Today, audit requirements are often waived below certain thresholds, yet many companies keep the title for compliance or image purposes — even if the audit is superficial.

In forensic history and corporate genealogy, the auditor may not hold power, but their recurrence across entities is a red flag. They help identify hidden connections, legal insulation tactics, or serial patterns of governance without transparency.

A Deputy Auditor (or alternate auditor) is a legal substitute for the main auditor, stepping in only if the primary auditor resigns, becomes incapacitated, or is otherwise unable to fulfill their role. Outside of such circumstances, the deputy has no official function, no signature power, and no influence on the company's financial reporting.

In many jurisdictions — including Sweden — this position is a formal safeguard, required only when an official auditor is appointed. The deputy exists to preserve continuity in the audit process, but in practice, is rarely involved unless triggered by an unforeseen event.

In small or private companies, deputy auditors are often individuals with no active link to the business: acquaintances, family members, or professionals added to satisfy registration forms. Their appointment does not indicate active oversight, and they typically do not participate in meetings or review internal documents.

From a forensic perspective, deputy auditors may help confirm structural minimalism — especially when their names never appear elsewhere in the corporate ecosystem. If they reappear across related entities, however, it may suggest the existence of a revolving governance shell or shadow network.

Deputy auditors are not bound by the same intensity of reporting obligations as main auditors, yet they still carry a degree of formal responsibility if activated. This duality — formal but dormant — makes them useful markers for identifying when a company is built more for legal compliance than operational robustness.

In genealogy work, deputy auditors are low-signal but high-value datapoints: they rarely act, but their mere presence reflects how a company anticipates legal risk. Their invisibility in practice is often the very sign of a shallow governance layer.

An Offshore Country refers to a jurisdiction where companies can be registered with minimal regulatory requirements, low or zero corporate taxes, and often strong confidentiality laws. These jurisdictions are sometimes used to create legal distance between ownership and operation.

Examples include Cyprus, Panama, and Costa Rica. Companies registered there may act as passive owners of other entities abroad, while concealing the identity of the true controlling party.

These legal structures often allow nominee directors or legal representatives to appear on official documents, while the beneficial owner remains hidden through trusts or corporate layers.

Offshore does not mean illegal, but these countries are often found in investigations involving complex asset transfers, tax structuring, or shell companies with no visible operations.

In forensic work, offshore jurisdictions function as blind spots — deliberately or not — breaking traceability between control and accountability unless other documents (financial statements, leaks, or court filings) allow connections to be restored.

In corporate genealogy, they often mark transitions in ownership strategy, opacity level, or jurisdictional anchoring, especially in periods of restructuring or risk exposure.

In Sweden, a shelf company provider refers to a firm that pre-registers companies (typically ABs) with Bolagsverket and keeps them dormant until purchased. These off-the-shelf structures come with an active organization number, clean corporate history, and zero prior operations.

This setup allows buyers to bypass registration delays and operate immediately. It's commonly used in legal restructurings, ownership transitions, or to ensure founder anonymity at incorporation.

One of the best-known Swedish providers is Bolagsstiftarna, based in Göteborg. They offer ready-to-use ABs, allow for fast name changes, and can include proxy board members on request — making them ideal for discreet setups.

🕵️ Discretion — Minimal paper trail, no publicity

• Dissociate identity from registration timeline
• Bypass public founder records and reduce paper trail
• Protect strategic intentions during sensitive launches

⚡ Speed — Same-day activation, legal status already granted

• Legal entity is already active with share capital in place
• Contracts, subleases, bank accounts can be processed within 24–48h
• Avoid 2–3 week setup delays of standard routes

🧩 Repositioning — Branding flexibility and structural remapping

• Rename instantly to reflect new identity or investment use
• Recycle dormant ABs for fresh legal wrappers
• Shield the rebranding process from competitors or institutions

In Swedish company law, a board member (styrelseledamot) is the official legal figure associated with governance. But in practice, this role is often used to signal legitimacy or front a corporate structure without reflecting who truly controls the business.

According to EU Directive 2015/849, the beneficial owner (verklig huvudman) must be disclosed separately — typically the person who ultimately owns or controls the entity. This aims to prevent opacity and deter misuse of legal facades.

In sectors like hospitality or nightlife, it’s common to find proxy board members (e.g. family, accountant, long-time friend) while real power is exercised by someone else — often due to reputation concerns, past legal trouble, or the need to stay out of public documents.

In the case of HHSC Event AB, for instance, Mr. Henrik Siebert, widely acknowledged as a key architect of the Quan project, does not appear in any official filing.

Instead, Saahil Chudasama and Sahar El Nasser are listed as board members, while the majority stake (50–75%) is held by Ms. Dahl, and Mr. Chudasama holds between 0 and 25% of the shares.

This discrepancy suggests a protective distancing strategy: separating operational control from legal exposure. In cases like these, the board may reflect not power, but cover.

In many hospitality ventures, board members listed in legal filings are not the actual initiators or operators. Instead, they often act as legal proxies for visibility-sensitive founders, allowing for discretion, operational distancing, or reputational shielding.

The case of Henrik Siebert’s absence from the board of HSSC Event AB, despite his public role in launching Quan, points to a likely strategy of protective distancing. This setup enables the true initiator to control strategy and execution from the background, while ensuring no formal tie appears in commercial registries.

In high-end properties—especially those operating under Marriott International or Elite Hotels of Sweden—such distancing may even be required. Large hotel groups often conduct internal vetting and avoid contracting with individuals involved in prior disputes, reputational risk, or internal conflicts. This can lead to private conditions requiring founders to remain out of legal view, using “clean” board members as interface.

While not inherently illegal, this practice blurs the lines between ownership, control, and liability. It can be used to obscure lines of accountability and delay consequences in case of legal disputes, financial mismanagement, or employee claims.

In Sweden, the 2015 EU directive on money laundering requires companies to register a verklig huvudman (beneficial owner), separate from the board, to limit such opacity. Yet in practice, many shelf-company setups or private agreements still allow circumvention, especially in small or family-run ventures.

📎 Annexes & Further Reading:

• 🔗 EU Directive 2015/849 — Beneficial Ownership & AML
• 🔗 Regeringsrätten ruling on proxy boards (2021)
• 🔗 Thesis: Ownership & Control Structures in Small Business Sweden – GUPEA Repository
• 🔗 Dagens Industri: Hidden Ownership Criticised in Swedish Firms
• 🔗 McKinsey: Governance Models in Franchise Hospitality

Forensic Accounting refers to the specialized analysis of financial records in order to detect, explain, or prove fraud, manipulation, or hidden transactions. It goes beyond standard auditing by focusing on intentional irregularities or deceptive practices.

Practitioners combine accounting expertise with investigative techniques to reveal where money has gone, who benefited, and whether numbers reflect real activity. This often involves tracing the flow of funds, identifying fictitious invoices, undeclared revenues, or disguised expenses.

In the context of small businesses or shell companies, forensic accounting is used to spot sudden profitability shifts, abnormally timed dividends, or implausible operating margins — especially when these precede a liquidation, transfer of shares, or tax audit.

The method is particularly useful when a company presents a legal appearance of normality but maintains internal inconsistencies between declared income and operational scale. It helps distinguish between genuine decline and strategic concealment.

Forensic accounting is widely used in tax disputes, fraud litigation, bankruptcy proceedings, and corporate investigations — both in courts and by journalists, regulators, or internal auditors.

In your use case, forensic accounting underpins the detection of profit inflation followed by asset extraction, and helps anchor suspicion when no legal violation is yet officially stated.

Corporate Genealogy is a method used to trace the ancestry and evolution of a business — not just its current ownership, but its historical relationships, transitions, and patterns of influence.

It examines how companies split, merge, rename, relocate, or rebrand, and how founders, family members, or key advisors continue to shape operations across decades, even without formal control.

• Shared addresses and staff over time
• Repeated use of certain lawyers, auditors, or advisors
• Legacy business models that reappear under new brands
• Succession of influence: who mentored or empowered whom

• Founders use multiple companies to test or launch variations
• Family control is passed on informally
• New entities are created to sidestep reputation or financial baggage

It draws from archival research, forensic analysis, and pattern recognition. It's often used by investigative journalists, compliance lawyers, or private intelligence analysts to uncover long-term continuity disguised by legal fragmentation.

📌 It helps answer: “Where did this concept really come from?” or “Why does this structure look familiar?” — and allows us to understand why some actors never appear on paper, yet their influence is unmistakable.

Forensic History is the structured reconstruction of past events, decisions, and connections in order to understand how a situation unfolded — especially in the context of conflict, risk, or hidden agendas.

Unlike classic historical narrative, forensic history focuses on intentional omissions, grey zones, and invisible relationships. It aims to reassemble what was disaggregated — legally, structurally, or rhetorically.

It is particularly useful when official documents appear clean but a deeper logic of obfuscation or control is suspected. It mobilizes documents, registries, press archives, leaks, and timeline inconsistencies to create a coherent map.

In your use case, forensic history helps determine when real ownership diverged from legal representation, and whether events (e.g. liquidation, resignations, trust formations) are symptoms of deeper coordination.

Forensic history is used by investigative journalists, judicial commissions, corporate analysts, and researchers dealing with opaque ecosystems. It often reveals the intentional engineering of forgetting.

It does not prove fraud directly — but it builds a high-resolution narrative capable of exposing contradictions that justify deeper scrutiny.

The PPOWER(E) method is a simple tool to figure out who really controls a business — not just on paper, but in practice. It’s used when official ownership doesn’t match what’s actually happening on the ground.

The name stands for six key things to check. If one person or group shows up on most of them, they’re likely in charge — even if they don’t legally “own” anything.

In your case, this is useful to understand how HSSC, Aspircio, Queda Consulting and Tributum AB might be controlled by the same group — without sharing official owners.

📚 Where does it come from?

The method was first developed in the 2010s by financial investigators working on corruption and shell companies. It’s now used by investigative journalists, fraud examiners, and forensic analysts to spot real control hidden behind fake legal structures.

This method tests the plausibility of a structural or operational link between two entities by evaluating consistency across four forensic axes:

• Temporal Coherence: Do major events (e.g. share transfers, liquidations, restructurings) occur in synchrony or sequence?
• Geographic Coherence: Do both companies operate from the same physical or legal address? Any overlap in site usage or postal registrations?
• Financial Coherence: Are there interlinked cash flows (e.g. rent, loans, management fees)? Do declared profits and losses evolve in tandem or offset each other?
• Decision-Making Coherence: Do the same individuals appear in both boards, signatures, or meeting minutes?

A strong match across all four dimensions can justify a hypothesis of concealed continuity, de facto control, or orchestrated restructuring — even without a formal merger or holding structure.

Liability Mapping is the forensic analysis of who is legally, financially, or reputationally responsible for decisions made within a corporate structure — especially when ownership, operations, and communication are spread across multiple legal entities.

It is commonly used when the formal governance structure does not match the actual flow of authority or risk. In such cases, liability may not rest with the nominal board or shareholder, but with a hidden actor who drives operations, hires staff, or approves spending.

• Who can be held accountable if something goes wrong?
• Which entity is exposed to legal claims, and who signed the contracts?
• Can risk be “dispersed” through proxies, layers, or dormant companies?

• Hybrid operations (where employees work across entities)
• Multi-tenant locations (like restaurants operating inside hotels)
• Family businesses using layers to reduce visibility or isolate debt

It complements tools like PPOWER(E) by highlighting not just who controls, but who would be held accountable in court or press.

⚠️ In some cases, liability is purposely obfuscated through nominee directors, offshore intermediaries, or asset-free operating shells. Liability Mapping is the discipline that seeks to pierce this veil.

Shadow Governance refers to a structure of informal or hidden control within a company or organization, where real decisions are made by individuals who are not officially listed as board members, shareholders, or legal signatories.

These actors may exert power through personal ties (family, spouses, long-time collaborators), financial leverage, or influence over day-to-day operations — without leaving a legal trace in public records. They can shape budgets, hiring, strategy, or even ownership changes from the shadows.

• Maintain control without legal responsibility or visibility
• Protect founders from liability or reputational risk
• Divide real power among informal groups (e.g., family councils, trusted proxies)
• Create plausible deniability in the event of legal scrutiny

• Family businesses (where elders or relatives informally direct decisions)
• Founder-run groups with nominal boards or straw directors
• International or offshore structures where power is transferred via mandate, trust, or front companies

• Repeated presence of the same individuals across unrelated companies
• Discrepancy between operational authority and legal registration
• Changes made “off the books” or without documented board consent

This hypothesis assumes that multiple companies are maintained in parallel in order to distribute tax exposure or legal liability. One company (e.g. IzakayaKoi) takes on aggressive practices (undeclared cash, off-book transactions), while another (e.g. Steakhouse AB) remains “clean” and operational.

The goal is to let one entity absorb the risk — tax audits, sanctions, or permanent revocation — while keeping another entity shielded from scrutiny and ready to continue operations.

This structure is most effective when the clean company is superficially unconnected but shares key characteristics: location, people, suppliers, and cash patterns.

It often appears as a legal relay, where one entity “falls” while another quietly takes over without interruption.

This theory posits that one company is progressively emptied of its valuable assets (equipment, personnel, clientele, brand, cash) in favor of another — typically a newer, safer, or less exposed entity.

The original entity (e.g. IzakayaKoi AB) appears to decline in performance, while the receiving entity (e.g. Steakhouse AB) suddenly improves, often without a formal transfer or acquisition.

Red flags include: underpriced asset sales, overlapping employees or leases, and strategic underreporting of profits in the stripped entity.

The intent is to allow one company to "die" formally while another captures the value — often in anticipation of bankruptcy, audit, or tax exposure.

A Holding Company is a legal entity created to own shares in one or more other companies. It typically does not produce goods or services itself but exists to manage equity, coordinate ownership, or consolidate financial control.

In large corporate groups, holding companies may centralize strategy, tax optimization, or risk management across subsidiaries. However, in smaller or offshore structures, they may have little or no operational activity and serve more as legal containers.

The word “holding” does not guarantee operational depth. Some entities with this label are dormant, symbolic, or registered in secrecy jurisdictions. Their purpose can include insulating liabilities, obscuring control chains, or fragmenting ownership visibility.

Holding companies are often used to group together several businesses under a common ownership umbrella, but they can also appear in multi-layered ownership networks where the real actors remain behind nominees or corporate veils.

In forensic analysis, a holding company may act as an anchor — it holds the legal link to assets, but not necessarily the power to operate or decide. Identifying who controls the holding itself is often more important than the holding’s official status.

In corporate genealogy, holdings mark key transitions: acquisitions, consolidations, spin-offs, or restructurings. They are critical nodes for tracing continuity and control through complex ownership chains.

The Panama Papers refer to a large-scale data leak published in 2016, exposing over 11.5 million confidential documents from the Panamanian law firm Mossack Fonseca. These files revealed the global use of offshore companies to conceal ownership, shift assets, or optimize taxation.

The leak was obtained by a whistleblower and shared with the German newspaper Süddeutsche Zeitung, which partnered with the ICIJ (International Consortium of Investigative Journalists) to coordinate a worldwide investigation across more than 80 countries.

The documents named over 200,000 offshore entities, many linked to public figures, politicians, business magnates, and intermediaries in tax havens like Panama, the British Virgin Islands, Cyprus, and Seychelles.

The Panama Papers do not prove illegality by themselves. However, they exposed structures often used to conceal beneficial ownership, avoid scrutiny, or simulate distance between control and responsibility.

In forensic investigations, Panama Papers records are used to trace hidden corporate relationships, nominee directors, and cross-border control networks. The ICIJ provides a free searchable database of companies, agents, and addresses mentioned in the leak.

In corporate genealogy, the Panama Papers serve as a historical milestone — a public map of how formal company structures can be used to shape narratives of legitimacy while shielding complex financial arrangements.

🇸🇪 In Sweden, the balance sheets of small limited companies follow BFNAR 2016:10 (“K2”), issued by the Bokföringsnämnden under the Ministry of Justice. While designed for simplicity, this framework in practice allows companies to:

• 🕳️ Declare long-term receivables (“Andra långfristiga fordringar”) without disclosing to whom or why
• 📦 Report profits without explaining their economic origin
• 🧾 Avoid breakdowns of internal lending or subcontractor flows
• 🗂️ Appoint auditors who never verify the final file submitted to the Companies Registration Office

This isn’t a loophole — it’s a compliance simulation architecture. The balance sheet becomes a formal object, detached from real flows.

📚 Case: HSSC Event AB (org.nr. 559163-2764)

• 📈 Net profit grew from 103,000 SEK (2019) to 5.29 MSEK (2023)
• 💸 10 MSEK in dividends were paid across two years without explanatory notes
• 📉 1.3 MSEK declared in receivables, no counterpart disclosed, no audit annotation

🗣️ Jens Nylander: “You can submit any garbage — the Companies Office will accept it anyway.”
(in his review of 300,000 filings)

🇪🇺 This isn’t exclusive to Sweden. The problem originates in EU Directive 2013/34/EU, which encourages simplified filings for small entities. While intended to reduce burden, it systematically lowers traceability across Member States.

🔍 Can VAT declarations fix this?

• ✅ Yes — VAT filings show actual sales, purchases, and tax flows
• 🔒 But — these documents are strictly confidential, even to creditors or journalists
• 📂 Only become accessible via bankruptcy reports, legal proceedings, or tax audits (e.g. levnadsnivågranskning)

🧨 Conclusion: A balance sheet can be signed, compliant, and entirely hollow. As Jens Nylander stated once more:

“Auditors never see what was actually submitted to the registry.”

This opacity is not accidental. It is an institutional artifact — a legal illusion of accountability, sustained across Europe.

A holding company is a legal structure created to own shares in one or more other companies, often without any direct operational activity. Its primary purpose is to consolidate control and centralize profits, typically through the reception of dividends.

In Sweden, this structure is widely used for tax optimization: profits received by the holding are usually tax-exempt, and personal income from dividends can be deferred or distributed under more favorable tax brackets (typically 20–30% under the “3:12 rules”).

This setup is legal and common, especially among entrepreneurs and founders. However, when combined with limited transparency, it can make it harder to identify the true financial beneficiaries behind a company’s profits.

A property & asset manager is a type of company that doesn't sell anything or run a daily business. Instead, it's often used to own things (like real estate or shares) and get paid from them.

For example, some restaurateurs use one company to run the restaurant, and another company to own the building or receive rent. This setup can also help finance a personal apartment or protect family property.

It's a common and legal structure, especially when people want to separate risk and income, or when they want to pay themselves differently — not as salary, but through other income.

Izakaya Koi is officially registered at Lilla Torg 5, while Steakhouse Lilla Torg and the Indian restaurant Green Chili both list Lilla Torg 7. According to Malmö's registry and street layout, the three venues are only meters apart, with Green Chili positioned directly between the two. This makes them effectively adjacent and highly exposed to each other’s clientele.

A monthly net profit of 8,665 SEK across 23 employees equates to ≈ 377 SEK per employee. Such low retention — after taxes, rent, salaries, and operational expenses — signals a flux tendu model: the company runs lean, reinvesting little, with nearly all flows absorbed by fixed costs or external withdrawals.

SAC is a self-managed, non-hierarchical union founded in Malmö in 1910, historically active in sectors like hospitality, cleaning, and temp work. It prioritizes direct action over institutional negotiation.

The 26 protesters on December 1^st were part of the Hotell & Restaurangsyndikatet section — several of them direct colleagues of the dismissed employee. Their collective goal: reinstatement, union recognition, and retroactive payment.

Etagegruppen AB (org. 556402-6697) is a regional hospitality group founded on July 25, 1990 by Michael Hagqvist (21), to operate the Malmö nightclub Etage, located at Stortorget 6. The venue, originally opened in the 1980s, became one of the largest clubs in the city with 4 dance floors and a karaoke bar, and has remained an iconic nightlife spot.

During the 2000s, Etagegruppen expanded its footprint in Malmö with a portfolio including:

• Centiliter & Gram (created 2007, opened 2008) – a premium cocktail bar (Stortorget 17), popular among the 25+ crowd;
• Goose Bar & Restaurang (launched 2010) – a casual pub-restaurant near Gustav Adolfs Torg;
• Club operations at Hotel Scandic Crown – under the names Level (mainstream) and Wonk (LGBT+), active since 2011.

By 2012, the group simultaneously managed Etage, Centiliter & Gram, Goose, and Level/Wonk, employing cross-venue synergies in marketing, ticketing, and HR.

In April 2012, Etagegruppen acquired Izakaya Koi AB (556765-3844), absorbing its operational structure but preserving its original name and atmosphere.

This marked the closure of the Henrik Siebert era and consolidated Etagegruppen’s control over key nightlife assets in Malmö’s central square.

Etagegruppen’s reputation remains solid in Malmö’s nightlife scene. In 2013, its parent company posted revenues of ~5.5 million SEK (excluding subsidiaries), and its venues are regularly featured in nightlife guides. Hagqvist has also acted as a semi-official spokesperson for local business owners, including public opposition to restrictive terrace regulations.

In the context of a 4-star hotel like Elite Hotel Esplanade, a restaurant operated on-site should follow a transparent, minimal structure. Instead, the setup around Restaurant Steakhouse Lilla Torg AB involves at least five companies — Tributum AB, Aspiratio Holding AB, HSSC Event AB, Kedah Holding AB, and Chudasama Invest AB — with overlapping control and unclear division of functions.

• 📄 Tributum AB was used for VAT registration and to employ restaurant staff.
• 🏢 HSSC Event AB signed the commercial lease with the hotel, acting as legal tenant.
• 🧾 Kedah Holding AB issued invoices to customers and processed payments, despite having no front-facing role.
• 🔒 Chudasama Invest AB received dividends and declared capital movement without direct operational involvement.
• 💼 Aspiratio Holding AB remains untraceable in ownership structure, with no beneficial owners listed in the registry.

A healthy and conventional structure in such a hospitality context would involve:

• ✅ One single operational company handling all front-of-house and contractual responsibilities.
• ✅ Registered VAT and F-skatt directly under the same legal entity.
• ✅ Transparent board and declared beneficial ownership.
• ✅ Public declaration of profit distribution through standard Bolagsverket filings.

Splitting leases, invoices, and payroll across multiple shell companies in the same space creates operational opacity, limits accountability, and can be seen as a tactic to compartmentalize risk or obscure liability. In a premium hotel environment, this raises red flags for unions, auditors, and brand partners.

In Sweden, many restaurateurs and small business owners consistently report personal **net salaries between 30,000 and 45,000 SEK per month**. These figures appear across tax declarations, Bolagsverket reports, and UC credit data. This range is not accidental — it reflects a **calculated strategy** to balance fiscal efficiency, social legitimacy, and administrative simplicity.

This income band is high enough to demonstrate financial stability and ensure access to services (like housing, loans, and visas), while remaining below thresholds that could trigger enhanced taxation or scrutiny.

• 🧾 Tax efficiency: staying below the state tax threshold of approx. 613,900 SEK/year brutto (≈51,000 SEK/month) avoids an extra 20% income tax on top of the standard municipal tax
• 🏛 Administrative visibility: allows owners to show a clean, steady income for Försäkringskassan, Migrationsverket, Skatteverket, and banks
• 📉 Risk minimization: avoids suspicion or red flags associated with excessive declared income or undeclared gains
• 📦 Image management: aligns with public expectations of “working owner” rather than silent shareholder extracting dividends

In many cases, the **salary is not a reflection of actual profit**, but a strategic benchmark. A business owner might earn more through dividends, leasing benefits, or reinvested company funds, but declares a stable salary for optics and structure.

Some patterns observed across restaurants and consultancies:

• Daniela: ≈30,000 SEK net/month – stable and modest
• Henrik: 31,000 SEK net/month – just under state tax limit
• Sahar: ~41,000 SEK net/month – close to threshold, but possibly offset by deductions

These salaries offer an ideal balance: they are visible, plausible, and sustainable. They avoid scrutiny while preserving access to administrative benefits. In some cases, they may also help reduce the perceived need to explain or justify dividends.

• ✅ Avoids assumptions of under-declaration (too low)
• ✅ Avoids suspicion of overpayment or artificial profit inflation (too high)
• ✅ Creates a "normal" middle-class profile without excessive exposure

This strategy is often part of a broader compensation plan where salary is just one element. Others include:

• 🚗 Company car leasing
• 📱 Phone, laptop and subscription expenses
• 💳 Meals and perks via business cards
• 💼 Intermittent dividend payouts below visibility threshold

In doing so, the entrepreneur achieves three things at once: (1) a steady, credible income line; (2) reduced tax load; and (3) minimal personal exposure.

In most cases, 30k–45k SEK net/month appears to be a psychological and fiscal “sweet spot” — high enough to look legitimate, low enough to remain under the radar. This is especially relevant in **high-turnover, high-cash sectors** like restaurants, catering, and events.

It also enables long-term administrative consistency: social security contributions, pension points, and sickness insurance are all linked to declared salary — not to dividends.

📌 Summary: Restaurateurs often pick salary levels that are just below the national tax cliff while satisfying social and legal visibility requirements. This gives them legitimacy, flexibility, and protection — without inviting audits or raising questions.

📚 Further reading:

• 🔍 Skatteverket – "Företagare och beskattning" reports (annual summaries)
• 📑 UC & Allabolag – declared owner salary comparisons in restaurant sector
• 📊 Företagarna – advice papers on "Löneoptimering för ägare"
• 📘 Driva Eget – strategic tax planning guides for SME owners
• 🎓 Academic: "Owner-Manager Income Smoothing in Sweden" (Jönköping Int. Business School)

This note can be used to better interpret observed salary patterns and understand why **not exceeding 50,000 SEK/month** often serves as a deliberate signal of control, not constraint.

In Sweden (and most jurisdictions), it's perfectly legal to set up a holding structure after the operational company already exists. This setup is neither unusual nor suspect.

It’s often done when the owner reaches a stage where income, control, or risk visibility become strategically relevant. It’s a post-hoc move — but a deliberate one.

Common reasons include:

• 🧾 Tax-efficient dividend routing (via a holding AB)
• 🔐 Capital separation between private wealth & business activity
• 👥 Future-proofing for family ownership or silent partners
• ⚙️ Low-profile restructuring without touching the daily operations

In the case studied here, KEHDA Holding AB was created roughly two years after HSSC Event AB. This timeline suggests a reactive structure, likely aiming to formalize asset flows and anticipate capital maneuvering — without changing the restaurant’s visible surface.

➕ Such “after-the-fact” holdcos are especially common in hospitality, where income visibility rises faster than legal preparation.

Originally, a moat was a deep trench filled with water built around a castle, acting as a physical defense system against invaders. Its purpose was to protect the stronghold by making access difficult and dangerous. 🏰

The term "moat" was later adopted in finance by Morningstar, which evaluates companies based on their long-term competitive advantages. A “moat” refers to any structural edge — brand, patents, cost leadership — that protects profits over time.

A company rated as “No Moat” by Morningstar is seen as vulnerable to competitive erosion. It lacks pricing power, customer lock-in, or meaningful scale advantage. Its business model is replicable, and its margins are easily threatened.

In the restaurant sector — especially in congested hubs like Lilla Torg — the “no moat” label fits venues that rely on foot traffic or local familiarity, but have no economic defense mechanism.

This concept explains why many restaurants — even successful-looking ones — eventually fail: they operate in a low-margin, high-substitution environment, with no protective moat.

🗣️ Term origin: The expression instrument d’escroquerie (literally “fraud device” or “fraud tool”) is used by French lawyer Maître Viguier to describe a company that was not created to operate a real business — but to simulate legitimacy while enabling fraudulent activities.

• 🇫🇷 Traduction en français : Moyen ou structure utilisée pour organiser une fraude
• 🇬🇧 English translation: Instrument of fraud
• 🇸🇪 Översättning på svenska: Bedrägeriverktyg / Juridiskt verktyg för bedrägeri

⚠️ A company becomes an instrument d’escroquerie when it exists only on paper, and is structured to:

• 🧾 Simulate contracts or cash flow without real delivery
• 🏦 Capture public subsidies or loans under false pretenses
• 🚪 Disappear or go bankrupt once funds are extracted

🕵️ These setups are legally registered, may have bank accounts, websites, and invoices — but their sole purpose is to provide a legal-looking interface for illicit operations.

🎥 Source (vidéo, 3:07):
Maître Viguier – Le critère de classification des sociétés

Definition: A legal fiction is a fact assumed or created by courts, legislatures, or institutions to apply a legal rule. It allows the law to treat something as true or existing even if it is not, strictly speaking, the case.

Origin: Latin expression “fictio juris” — widely used in Roman law and revived in modern legal theory. The French term fiction juridique translates precisely to legal fiction in English and to rättslig fiktion in Swedish.

Contextual Usage:

• 📄 A company with no real operational activity but legally incorporated may be described as a legal fiction.
• 🏛️ Often used to create artificial constructs like corporate personality or the presumption of paternity.
• 📊 In business analysis, it can highlight a discrepancy between the appearance of legitimacy and the absence of actual governance or shared intent.

In Swedish: rättslig fiktion — används i juridiska sammanhang när något behandlas som verkligt trots att det inte är det i praktiken.

Example sentence: "The entity had no staff, no office, and no operations. It was a legal fiction used to route subsidies." (Une fiction juridique utilisée pour capter des subventions.)

🇸🇪 In 1789, Sweden launched its public debt by creating the Office of National Debt to fund war against Russia — despite already having a central bank, the Riksbank (founded 1668). 🏦 Instead of issuing sovereign money, the State chose to borrow from unnamed creditors — likely nobles, merchant elites, or foreign banks — without ever publishing a full list 🕵️‍♂️. This choice locked Sweden into a fiscal model where taxation grew to repay, not to build, and that logic was never reversed 🔁. Today’s income tax, employer contributions and VAT structure still trace back to that original decision. 📈 See debt-to-GDP evolution chart.

💸 Tax origin: About 50% of Sweden's national income is collected through taxes. Of that, an estimated 25–30% comes from entrepreneurs (corporate tax, VAT, payroll fees), and the rest from individuals (income tax, consumption tax).

🧾 Tax usage: Approximately 60–65% of that revenue is spent on public services (education, health, pensions). Only about 1.37% goes to servicing the public debt — covering interest, not capital.

🔁 Debt mechanism: Sweden does not repay its debt like a household would. Instead of paying back the principal, the State rolls the debt — borrowing again to refinance maturing obligations. As long as market confidence holds, this cycle is infinite.

🇸🇪 Debt trend: Sweden’s public debt dropped from 80% of GDP in 1994 to around 32% in 2024. But despite this drop, the overall tax burden remains high, especially on entrepreneurs.

📊 Explore the chart

When a lease is indexed to inflation, the rent increases automatically — every year — according to an official index (like Sweden’s KPI or France’s IRL). This means the landlord gets a built-in raise, regardless of how well the business performs.

• 🧮 Example: If inflation is 7%, your rent goes up 7% — no negotiation.
• 📉 Even if your revenue drops, the rent can still rise.
• 🧠 It’s called a “trappe invisible” because you might earn more gross, but net profit stays the same (or shrinks).
• 🧾 Very common in Sweden’s standard commercial lease templates ("hyreskontrakt").

⚠️ Indexed leases are predictable for landlords, but risky for restaurateurs with seasonal or fluctuating business models.

A “rigid” contract is a lease with long fixed terms, few break options, and little room for negotiation. In practice, it often benefits landlords and shifts all renovation costs to the tenant.

• 🔒 Fixed duration: 5–10 years, with heavy penalties if you want to leave early.
• 🏗️ Tenant-funded renovations: You build the kitchen, the bar, even the plumbing — and leave it all when the lease ends.
• 🧱 “No key money” system: In Sweden, there’s no “fonds de commerce” value like in France — so no compensation when you leave.
• 🔄 Often: “sign this or walk away” = no negotiation possible.

💡 These contracts are common in historic zones like Lilla Torg, where demand is high and tenants are replaceable.