瑞典公司法

F A C T S H E E T Ministry of Justice, Sweden Ju 05.03e • May 2005

In a bill recently presented to the Riksdag, the Government proposes a new Companies Act. The proposed date for entry into force of the new Act is 1 January 2006.

Why a new Companies Act is needed

There are about 300000 limited companies in Sweden. The basic regulations for limited companies are set forth in the Swedish Companies Act. The present Act dates from 1975. Much has happened since then. New technology has changed the conditions for co-operation and decision-making in companies. Changes in financial markets have affected the conditions for companies to obtain capital. Swedish companies increasingly operate in international environments and compete with foreign companies. It is in this context that the Government has now put forward a proposal for a completely new Companies Act.

What will the new Act entail?

General points

One of the guiding principles when working on the new Companies Act has been to make the Act as lucid and accessible as possible. This is apparent, for example, in the way that the sections of the law have been shortened and the number of cross-references reduced. As far as the subject matter allows, the language has been simplified. With a view to making the Act particularly accessible for small and medium-sized companies, the special provisions that apply to the typically larger companies (public limited companies) have been placed at the end of each chapter. Another editorial innovation is that the Act begins with a table of contents.

The bill that has now been decided on marks the end of a process of company law reform that has been in progress for several years. The final report proposing a new Companies Act, which is the basis of the Government Bill, was preceded by a number of interim reports in the 1990s. Many of the substantive changes proposed in these interim reports have already been implemented. This is the case, for example, with regard to the abolition of the system of restricted shares, the division into private and public limited companies, the opportunity for stock market companies to acquire their own shares and changes in the regulations concerning the organisation of limited companies and liquidation. In these areas, the proposal will essentially entail transferring the new regulations to a new Act. The following sections present the contents of the new Act, focusing particularly on the new features proposed in the Government Bill that has now been presented to the Riksdag.

Company formation

In the legislative proposal the rules on procedures for forming a company have been adapted to the way in which, in practice, companies are most often formed today. This means that all measures involved in company formation can be carried out in a single process (“simultaneous formation”). Those wishing to form a company (“the founder members”) draw up a memorandum containing articles of association. One or more of the founder members then subscribe for all the shares in the memorandum of association and pay for them. After this the memorandum of associa-tion is finalised and signed. Finally, the founder members submit details of the company to the Swedish Companies Registration Office for registration.

Like the present Act, the proposed Act contains provisions on deferred non-cash consideration. The provisions entail the requirement that certain agreements on the acquisition of property entered into between the company and a founder member or shareholder within two years of registration be submitted to the general meeting for approval. Under the proposed legislation, in future these provisions will not apply to private limited companies.

Shares etc.

A limited company must have share capital. In a private limited company there must be share capital of at least SEK 100000. A public limited company must have a minimum share capital of SEK 500000. These are the same minimum levels as in the current legislation.

New Companies Act