Act content
1 § This law provides for limited liability companies. The rules relate
- for formation (2 get.),
- Articles of Association (3 get.),
- shares (4 get.),
- register (5 get.),
- certificated (6 get.),
- General Meeting (7 get.),
- the company's management (8 get.),
- revision (9 get.),
- general and special audit (10 get.),
- increase in share capital, issuance of new shares, inclusion of certain loan, m.m. (11 get.),
- bonus issue (12 get.),
- issue of shares (13 get.),
- issue warrants and accompanying subscription of new shares (14 Chapter)
- issue of convertible bonds with subsequent conversion into new shares (15 get.),
- some private placements mM. (16 get.),
- distributions from the company (17 get.),
- Payout (18 get.),
- acquisition of own shares mM. (19 get.),
- reduction of share capital and statutory reserve (20 get.),
- loans from the company to shareholders and others. (21 get.),
- redemption of minority shares (22 get.),
- mergers of public limited (23 get.),
- division of public limited (24 get.),
- liquidation and bankruptcy (25 get.),
- change the company category (26 get.),
- Registration (27 get.),
- limited liability company (28 get.),
- damages (29 get.),
- penalties and liquidated damages (30 get.),
- appeal (31 get.), still
- Companies with a special dividend limitation (32 get.). Create (2005:812).
Private and public limited companies
2 § A limited company is a private limited company or a public company.
A private limited company, whether incorporated by special dividend limitation under the provisions of 32 Chapter.
The law applies to all companies, unless otherwise provided. Create (2005:812).
The shareholders' liability
§ 3 In a corporation, shareholders have no personal obligation to the company's obligations.
I 25 Chapter. 19 § provides for personal liability for shareholders in the winding-duty because of lack of capital. Create (2007:317).
Share Capital
4 § A limited company must have share capital. The share capital shall be determined in the company's reporting currency. By 4 Chapter. 6 § Accounting (1999:1078) shows that the reporting currency must be either Swedish kronor or euros.
§ 5 if the capital is measured in SEK, must be at least 100 000 kr.
If the capital is denominated in euro and has been determined in the euro since its incorporation, shall not be less than the amounts in euro as the European central bank would set the exchange rate corresponded 100 000 kr. Har aktiekapitalet tidigare krrit bestämt i kronor, shall not be less than the amount in euro as at the change in accounting currency amounted to 100 000 kr.
In the case of public limited companies in 14 § instead of first and second paragraphs.
§ 6 if the capital is spread over more shares, Each share represents an equal proportion of share capital. The share holding in the share capital represents the par value.
Prohibition of distribution of shares mM. in EPC
7 § A private limited company or a shareholder in a company shall not through advertising trying to spread the shares or rights in the Company or debt securities or warrants that the Company has issued.
A private limited company or a shareholder in a company may not otherwise attempt to spread in the first paragraph stated securities by offering more than 200 persons to subscribe for or acquire securities. This does not apply if the offer is addressed exclusively to a circuit that has previously expressed an interest in such offers and the number of offered items does not exceed 200.
The prohibitions in the first and second paragraphs do not an offer of transfer to a maximum of ten purchasers. The prohibitions do not apply in the case of companies with specific dividend restriction. Create (2005:812).
8 § Such securities specified in 7 § may, as long as the company is privately, not be traded on a regulated market, an equivalent market outside the European Economic Area or any other organized marketplace. Create (2007:566).
Where there are definitions and explanations
9 § Regulations on the importance of the following concepts, terms and expressions in the following paragraphs:
absorption 23 Chapter. 1 §
apportegendom 2 Chapter. 6 §
avstämningsbolag 10 §
avstämningsförbehåll 10 §
change in accounting currency 3 Chapter. 8 §
delning 24 Chapter. 1 §
delningsvederlag 24 Chapter. 2 §
dotterföretag 11 §
emissionsbeslut 11 Chapter. 2 §
emissionsbevis 11 Chapter. 4 §
fondaktie 11 Chapter. 4 §
fondaktierätt 11 Chapter. 4 §
fondaktierättsbevis 11 Chapter. 4 §
fondemission 12 Chapter. 1 §
fusion 23 Chapter. 1 §
fusionsvederlag 23 Chapter. 2 §
företrädesrätt 4 Chapter. 3 §
förköpsförbehåll 4 Chapter. 18 §
cross-border merger 23 Chapter. 36 §
hembudsförbehåll 4 Chapter. 27 §
inlösenförbehåll 20 Chapter. 31 §
interimsbevis 6 Chapter. 9 §
kombination 23 Chapter. 1 §
koncern 11 §
konvertering 11 Chapter. 4 §
konvertibel 11 Chapter. 4 §
kvotvärde 6 §
lekmannarevisor 10 Chapter. 1 §
lösenbevis 22 Chapter. 13 §
maximikapital 3 Chapter. 1 §
minimikapital 3 Chapter. 1 §
moderbolag 11 §
omvandlingsförbehåll 4 Chapter. 6 §
consolidation of shares 4 Chapter. 46 §
samtyckesförbehåll 4 Chapter. 8 §
stiftare 2 Chapter. 1 §
stiftelseurkund 2 Chapter. 5 §
receive service of 8 Chapter. 40 §
särskild firmatecknare 8 Chapter. 37 §
särskild granskare 10 Chapter. 21 §
teckningsoption 11 Chapter. 4 §
teckningsoptionsbevis 11 Chapter. 4 §
teckningsrätt 11 Chapter. 4 §
teckningsrättsbevis 11 Chapter. 4 §
tillämplig lag 12 a §
uppdelning av aktier 4 Chapter. 46 §
årsstämma 7 Chapter. 10 §
överskjutande aktier 4 Chapter. 47 §
Create (2008:12).
The concept of the record companies
10 § A record company is a corporation whose articles of association contain conditions that the Company's shares shall be recorded in a register under the Act (1998:1479) on the accounting of financial instruments (the record subject).
The concepts of parent, subsidiaries and corporate
§ 11 A limited company is the parent company and another legal entity is a subsidiary, if the limited company
1. holds more than half the votes for all shares in the legal entity,
2. owns shares in the legal entity and as a result of agreements with other partners in their possession more than half the votes for all shares,
3. owns shares in the legal entity and has the right to appoint or dismiss more than half the members of its board of directors or equivalent governing body, or
4. owns shares in the legal entity and has the sole right to exercise a controlling influence over the result of agreements with the legal entity or as a result of a stipulation in the statute, partnership agreement or comparable statutes.
Furthermore, a legal entity subsidiary of the parent, if another subsidiary of the parent or parent with one or more other subsidiaries or more other subsidiaries together
1. holds more than half the votes for all shares in the legal entity,
2. owns shares in the legal entity and as a result of agreements with other partners in their possession more than half the votes for all shares, or
3. owns shares in the legal entity and has the right to appoint or dismiss more than half the members of its board of directors or equivalent governing body.
If a subsidiary owns shares in a legal person and is based on contracts with the legal entity or as a result of a stipulation in the statute, partnership agreement or comparable statutes have the sole right to exercise a controlling influence over the entity, is also the subsidiary of the parent.
Parent companies and subsidiaries together form a group.
With subsidiaries referred to in this Act companies in the same group.
§ 12 In the cases referred to in 11 § first paragraph 1-3 and second paragraphs, those rights of any person acting in his own name but on behalf of another natural or legal person is considered to be the person.
In determining the number of votes in a subsidiary is not taken into account the shares of the subsidiary held by the subsidiary itself or by its subsidiaries. The same applies to shares held by the person acting in his own name but on the subsidiary's or its subsidiaries' behalf.
The concept of the law on annual reports
12 a § With the law on annual reports provided for in this Law Annual (1995:1554) or, in the case of limited companies wholly or partly covered by the Act (1995:1559) Credit Institutions and Securities Companies, the Act and the regulations that have been made under the. In the case of companies preparing or to prepare consolidated accounts according to the European Parliament and Council Regulation (EG) No 1606/2002 of the 19 July 2002 on the application of international accounting standards referred to also, with regard to the consolidated financial statements, the accounting standards adopted pursuant to Regulation. Create (2007:317).
Signed with electronic signature
13 § An action under this Act shall be signed must, unless otherwise stated, signed with advanced electronic signature under the Act (2000:832) Qualified Electronic Signatures. Create (2006:486).
Special provisions applicable to public limited
14 § If the share capital of a public company is stipulated by SEK, must be at least 500 000 kr.
If the share capital of a public company are denominated in euro and has been determined in the euro since its incorporation, shall not be less than the amounts in euro as the European central bank would set the exchange rate corresponded 500 000 kr. Har aktiekapitalet tidigarekrarit bestämt i kronor, shall not be less than the amount in euro as at the change in accounting currency amounted to 500 000 kr.
