Förenklingar i aktiebolagslagen m.m., SOU 2009:34 - Regeringen

SOU 2009:34 Summary
that, for the present at any rate, there is no reason to go ahead with
work on a new legal form. For example, it is hard to see what can
be gained through a new type of company that cannot be gained
through regulation in the Companies Act. The prime focus of this
work should therefore be on simplifying the existing body of
regulations. Legislators in other EU countries have also arrived at
the same conclusion. Moreover, there is a proposal from the EU
for a European private company (the SPE). As a result, a new type
of company may be available to Swedish companies in the near
future. The outcome of this proposal and of the simplification
measures proposed in various areas should therefore be evaluated
before further consideration can be given to the need for a new
type of company.
Deliberations and proposals
The following is a summary of the Inquiry's proposals:
• For private limited companies the mandatory information that
has to be stated in the articles of association under Chapter 3,
Section 1 of the Companies Act will be restricted to the name
of the company, the location of the company's registered office
and the objects of the company. The other mandatory information
under current law will be covered by new, optional provisions
that will apply in cases where the articles of association
do not prescribe otherwise.
• The paper-based system of share certificates, dividend coupons
and interim certificates will be abolished. This means that the
share register will contain more information and that its contents
will have greater legal importance. No shareholders register
is proposed.
• The requirement that general meeting minutes have to be
attached to a notification to the Swedish Companies Registration
Office of the election or removal of a member or alternate
member of the board of directors, the election of an auditor or
alternate auditor and the election of a general examiner or
alternate general examiner will be abolished. Instead a solemn
declaration will be made in the notification to the effect that
information in the notification agrees with the decisions on
which it is based.
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