Monday, December 19, 2005

Squidoo Lense on Swedish Law


Seth Godin has a new company called Squidoo. The basic idea behind Squidoo is that each individual is an expert on topics that he or she cares about, and Squidoo will allow anyone to create a specialized webpage in which this expertise can be made available to others. Seth Godin calls these webpages lenses, which he suggests can be used to help others make sense of the world. Lenses are explained on the official Squidoo blog, SquidBlog.

My first try is the Swedish Law Lense, where I will try to add as many links to Swedish acts and other legal material available in English as possible. At present I have included links to Swedish Labour Legislation and to Swedish Business Legislation.

Do check it out and, more importantly, set up a lense your self. This is the new way to interact and share information, all a part of Web 2.0.

New Swedish Companies Act – Important changes – Part III

A new post has been posted in Swedish Corporate Law blog covering "the new concept of "Value Transfer" and the modified rules concerning loans to shareholders.

Saturday, December 17, 2005

Wednesday, December 14, 2005

Swedish Supreme Court Decision in Åke Green now in English Translation


Roger Alford at Opinio Juris has obtained the decision of the Supreme Court of Sweden in an English translation, but before reading the translation chech out his comments.

Monday, December 12, 2005

Swedish Corporate Law - A New Blog

We have decided to start a new blog covering mainly the new Swedish Companies Act called Swedish Corporate Law.

This means that new posts on this subject will be published there but I will try to mention them here.

After-treatment measure responsibility under the Swedish Environmental Code


My earlier posts on this matter are now found here at the lawfirm’s site.

New Swedish Companies Act – Important changes


As mentioned in an earlier post the new Swedish Companies Act (link to Swedish version only) will enter into force on January 1, 2006. The act has been rewritten and consists of 31 chapters compared to the 19 chapters of the old act. Major changes have been made concerning i. a. shares, issuance of new shares, the statutory reserves, lending to shareholders, the new concept “value transfer”, changes of the board of directors and the contents of the Articles of Association (bolagsordning).

In this and a couple of following blog posts will cover the most important changes relevant to an established Swedish limited company without the aim of giving a thorough and detailed report on all the changes.


1.     Shares
  • A share in a Swedish limited company will no longer have a par value. It will instead only represent a certain part of the company. This part of the company is calculated by dividing the total share capital with the number of shares.

  • New share certificates shall include the social security number (person- or organisationsnummer) of the shareholder.

to be continued

Monday, December 05, 2005

Part IX – Swedish Economic Association - Forms of Business Ventures in Sweden



Basic Requirement
  • The business activities of a Swedish Economic Association (“Ekonomisk förening”)  must be of financial benefit to a member, for example as producer, consumer or employee.

  • An Economic Association must also be open to all and, in principle, it cannot refuse membership to anyone.


Formation
  • A Swedish Economic Association (“Ekonomisk förening”) is formed by three or more natural persons or legal entities.


Foreign Owners
  • All members of an Economic Association may be foreign nationals or companies and no special acquisition permit is required.


Legal Entity
  • The Economic Association is a legal entity and is issued with a registration number (“organisationsnummer”).


Board and Managing director
  • The board of an Economic Association shall consist of at least three members; normally also members of the Association.

  • A managing director has to be appointed in an Economic Association only if the Association has more than 200 employees.


Accounts
  • An Economic Associations must keep accounts and shall prepare annual reports kept available to the public.


Auditor
  • Normally, an Economic Association does not need an approved or authorized public accountant. The auditor appointed must be competent enough to audit the Association´s activities. However, independent auditors may be required in large Associations.


Business name
  • The registered business name of an Economic Association is protected throughout the country.


Financial Year
  • A limited company may have a split financial year, which can facilitate financial planning with regard to taxes, credits, salaries and interest.


Responsibility and risk
  • Every member of an Economic Association has to pay an agreed amount as contributed capital. It is also normal to pay an annual membership fee. There is, however, no requirement for a fixed capital comparable to the share capital of a limited company.

  • In spite of this, the members have no personal responsibility for the debts or other obligations of the Association.

  • N. B.!! The board of directors and the managing director, if any, has extensive responsibility and in certain circumstances, these persons can become personally responsible for the Association’s debts; especially unpaid taxes and social contributions.