TSA Pre-Signing Review
Price the Swedish TSA before you sign.
We scope the union negotiation reality into the TSA while you still hold leverage. Fixed-fee proposal in 48 hours. The first conversation is always free.
A TSA carve-out in Sweden turns on the transfer of undertakings rule in the Employment Protection Act, mandatory union negotiation under the Codetermination Act, and data protection under the GDPR and the Swedish Data Protection Act. The work belongs inside the broader carve-out advisory plan, and in Sweden the union negotiation sets the timeline more than the technology does. The buyer that treats MBL as a formality loses control of the schedule.
Sweden implements the EU transfer of undertakings directive through its Employment Protection Act, the Lag om anstaellningsskydd, known as LAS. When a business or part of a business is transferred, the employees attached to that business move to the buyer on their existing terms, with rights and obligations carried across. The buyer inherits tenure, notice entitlements, and the seniority that drives Swedish redundancy ordering.
An employee has the right to object to the transfer and stay with the transferor. A transfer is not in itself a valid reason for dismissal, which limits the buyer's ability to reshape the workforce around the deal. Restructuring after a carve-out has to stand on independent business grounds and follow the LAS rules on order of selection.
The collective agreement that bound the seller's unit generally continues to apply for a transitional period, which means Newco often steps into terms it did not write. Mapping the applicable collective agreement, the kollektivavtal, is therefore an early diligence task rather than a closing detail.
Newco needs a confirmed transferring population, the applicable agreement, and the seniority data before it can size payroll and systems access for Day One.
The Codetermination Act, the Medbestaemmandelagen or MBL, is the defining feature of a Swedish carve-out. Before an employer decides on an important change such as a transfer or reorganisation, it must call primary negotiation with the unions it has a collective agreement with, and in some cases with other affected unions. The decision waits until that negotiation has been conducted.
This is consultation with real procedural weight. The employer must provide information, negotiate in good faith, and allow the process to run before acting. Where the parties disagree, the union can in some situations escalate to central negotiation, which extends the timeline further. A buyer that announces a transfer before MBL is complete risks damages and a loss of trust that slows everything that follows.
The practical consequence for the TSA is duration. Because systems changes, reorganisations, and the transfer itself wait on the negotiation, the seller TSA in Sweden often runs longer than a buyer expects. The buyer prices that reality and engages the unions early with clear and accurate information.
The same disciplined consultation logic appears in the German carve-out through its works council, though the Swedish model centres on the unions rather than a site body.
Swedish payroll runs through the Tax Agency, the Skatteverket. The employer withholds preliminary income tax and pays employer social contributions, the arbetsgivaravgifter, which add roughly a third on top of gross salary. Employers also file a monthly employer declaration at individual level, reporting pay and tax for each employee rather than a single aggregate return.
On top of the statutory cost sits the collective agreement layer. Most Swedish employers provide occupational pension and insurance through schemes tied to their collective agreement, administered by bodies such as the relevant pension provider. These are material costs that Newco inherits with the workforce, and the buyer quantifies them during diligence rather than discovering them after close.
Standing up a compliant Swedish payroll, including the individual level reporting and the occupational pension arrangements, is rarely ready for Day One. Most buyers take a seller run payroll TSA for several cycles and cut over at a clean month boundary once registrations and pension administration are confirmed.
The buyer holds the payroll TSA to cost-plus or fixed-fee with audit rights and a firm exit date, the same discipline applied in every jurisdiction.
Sweden applies the GDPR alongside its own Data Protection Act, supervised by IMY, the Swedish Authority for Privacy Protection. Swedish enforcement is active, and the country combines GDPR duties with a strong tradition of transparency, so a carve-out treats data protection as a primary workstream rather than a closing formality.
During the TSA the seller processes Newco personal data in shared systems, so a data processing agreement naming the seller as processor is essential, with security obligations and a deletion duty at exit. Any support routed outside the EU needs a valid transfer mechanism, and the buyer documents where each category of data sits during the transition.
Employee data carries its own sensitivity in Sweden, and the union relationship means changes to monitoring or HR systems are best raised within the MBL process rather than imposed. The buyer aligns the data workstream with the consultation timeline so neither blocks the other.
The migration itself usually warrants a data protection impact assessment, both as compliance and as the evidence trail IMY would expect to see.
The Swedish TSA scope typically covers payroll, IT and identity, finance, and facilities, each with a clear description, a service-level expectation, and a price held to cost-plus or fixed-fee. The buyer insists on line item pricing because seller cost allocations can bury group overhead that does not belong to Newco.
Cutover is sequenced and gated. Payroll cuts at a month boundary after a clean parallel run, IT after a tested migration, finance at a period close. Each step has a reconciliation gate and a rollback path so a single failure does not spread across the separation.
Cost discipline depends on doing the work before signing. The buyer benchmarks seller charges, removes unjustified mark-up, and sets exit fees that decline across the term. Where the MBL process extends the TSA, the buyer at least controls the price and the exit conditions rather than accepting open ended seller dependency.
A disciplined Swedish separation leaves Newco running its own payroll and pension administration, on its own systems and data estate, with the seller dependency closed on agreed terms. That outcome starts with a pre-signing review that scoped the TSA before leverage shifted to the seller.
Yes. Sweden implements the EU transfer of undertakings rule through the Employment Protection Act, so employees of the transferring unit move to the buyer on their existing terms. An employee may object and remain with the transferor rather than passing to Newco.
The Codetermination Act, known as MBL, requires the employer to call primary negotiation with the relevant unions before deciding on major changes such as a transfer. The transaction cannot simply be announced, and the negotiation timing partly controls when Newco can act.
Employer social contributions add roughly a third on top of gross salary, and collective agreements often add occupational pension and insurance on top. Newco registers with the Tax Agency, files monthly employer declarations per individual, and usually runs a seller payroll TSA until a clean cutover.
The GDPR applies alongside the Swedish Data Protection Act and is supervised by IMY, the Swedish Authority for Privacy Protection. A carve-out treats the seller processor agreement and any transfer of personal data out of the EU as a primary workstream.
Works council consultation, BGB 613a transfer, and the German cost discipline.
Read the article →Works council advice, transfer protection, and Dutch payroll stand-up.
Read the article →The framework for sequencing a carve-out across multiple jurisdictions.
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We scope the union negotiation reality into the TSA while you still hold leverage. Fixed-fee proposal in 48 hours. The first conversation is always free.
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