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SWEDISH COMPANY LAW

SWEDISH COMPANY LAW. Associations of Private Law. Voluntary Agreement about Cooperation and This Voluntary Cooperation must have for the Members a Common Purpose. Associations. (- Foundations) (- ”Enskild firma” / ”enskild näringsidkare”). Companies (bolag). ”Föreningar”. COMPANIES.

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SWEDISH COMPANY LAW

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  1. SWEDISHCOMPANY LAW

  2. Associations of Private Law • Voluntary Agreement about Cooperation and • This Voluntary Cooperation must have for the Members a Common Purpose

  3. Associations (- Foundations) (- ”Enskild firma” / ”enskild näringsidkare”) Companies (bolag) ”Föreningar”

  4. COMPANIES • Simple Partnership (enkelt bolag) • Trading Partnership (handelsbolag, HB) • Limited Partnership (kommanditbolag, KB) • Partnership Act (SFS 1980:1102, BL or HBL) • Company Limited by Shares (aktiebolag, AB) • Companies Act (SFS 2005:551, ABL)

  5. ”FÖRENINGAR” • The Cooperative Societies • The Cooperative Societies Act (SFS 1987:667, FL) • Non-profit Member Organisations • No general legislation

  6. LEGAL PERSON • Trading Partnership & Limited Partnership, “HB & KB”: BL 1:4 • Company Limited by Shares, “AB”, ABL 2:25 • Cooperative Societies, “ek-förening” (1987:667) 1:2 2 st • Non Profit Member Organisation: When the Members have Agreed upon the Articles of Association and Appointed a Board of Directors

  7. IMPORTANT PRINCIPLES • Protection for the Majority • Main Rule is Majority Vote • Protection for the Minority Ex: • Main Rule: All Shares have Equal Rights in the Company, Companies Act 3:1 • General Clauses, Companies Act 7:47 & 8:41

  8. Company Limited by Shares • New Act since 1/1 2006 • Legal person, Companies Act 2:25 • Main Rule: No Personal Liability, Companies Act 1:3

  9. Company Limited by Shares • Public Companies, Companies Act 1:7 & 1:14 • Share Capital 100 000 SEK • Private Companies, Companies Act 1:5 & 1:7 • Share Capital 500 000 SEK

  10. Company Limited by Shares • A Share • Proves that the Owner has a certain Part in the Company • Gives the Shareholder a Right to Vote at the General Meeting and • Gives the Shareholder a Part of the Company´s Profit (if there is one) • Main Rule: All Shares have the Same Rights in the Company, Companies Act 4:1

  11. The Auditors The Managing Director The Board of Directors The General Meeting of Shareholders Company Limited by Shares • The company organs

  12. Company Limited by Shares • The General Meeting of Shareholders, Companies Act 7 • The Highest Decision Making Body of the Company • Annual Meeting 6 Months from the end of the Financial Year • Has Exclusive Competence in some Matters for Example Changing the Articles of the Association

  13. Company Limited by Shares • The Board of Directors, Companies Act 8 • Appointed by the General Meeting, 8:8 • Doing Internal Management & is Always Representing the Company in Legal Affairs with a Third Party, 8:4 & 8:35 • Responsible for: • the Company`s Organisation • the Management of the Company • the Internal Control of the Company´s Affairs

  14. Company Limited by Shares • The Managing Director, Companies Act 8 • Is not Mandatory in Private Companies, 8: 27 & 8:50 • Appointed by the Board of Directors, 8:27 • In Charge of the Day-to-day Management of the Company According to the Instructions Given by the Board & is Representing the Company, and Sign Its Name in Legal Affairs with a Third Party, 8:36

  15. Company Limited by Shares • The auditors, Companies Act 9 • control function in the company • elected by the general meeting, 9:1 & 9:8

  16. SIMPLE PARTNERSHIP • Two or More, Legal or Natural Partners have Agreed to Cooperate for a Common Purpose • Not a Legal Person, Partnership Act 1:4

  17. TRADING PARTNERSHIP When Two or More Persons, Natural or Legal, have Agreed to do Business in Common in a Partnership and the Partnership is Registered, 1:1 • Legal Person, Partnership Act 1:4 • The Partners shall be Jointly and Severally Liable for all Obligations of the Partnership, 2:20 • The Partners have the Right to Decide Freely on Matters Concerning the Internal Management of the Partnership with Only One Exception, 2:1 • All Partners have the Right to Represent the Partnership Unless it is Stipulated Otherwise in the Partnership Agreement, 2:17

  18. LIMITED PARTNERSHIP • A Trading Partnership where one or more Partners shall not be Personally liable for the Debts of the Partnership • Limited Partner / General Partner • Legal Person, 2:4 • A Limited Partner cannot Represent the Limited Partnership, 3:7

  19. Cooperative Societies • Must have the Purpose of Furthering the Economic Interests of the Members through Economic Activities in witch the Members take Part, for Example as Customers or Suppliers • Legal Person • Members have, as Main Rule, Limited Liability

  20. NON-PROFIT MEMBER ORGANISATIONS • The Common Purpose & the Activity cannot both be Economic • Legal Person? When? • Members (at least 3?) • Have agreed upon the articles of association and • Have Appointed a Board of Directors • No Legislation

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