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

SOU 2009:34 Summary
• The Swedish Companies Registration Office will increase its
dissemination of information in certain areas.
• Provisions in the legislation on the resolution procedure for
remuneration to senior management of listed companies and
provisions for public limited companies and financial companies
on the disclosure of salaries, etc, to senior management in their
annual accounts will cease to apply. However, these provisions
should not be abolished until the issues are addressed through
self-regulation.
• A time-bar rule will be added to the Partnership and Nonregistered
Partnership Act to the effect that a partner’s responsibility
for the partnership’s obligations will be time-barred
ten years after the partner’s resignation has been registered in
the Partnership Registry unless the time-bar applicable to the
partner is interrupted before then.
Simpler company formation
The formation of a private limited company may be simplified by
reducing the mandatory contents of its articles of association.
Under the proposal, the information that must always be stated in
the articles of association will be limited to the company’s name,
registered office and objects. In the case of other information
currently stated in the articles of association, optional provisions
will be introduced that shareholders can vary if they so wish. As
regards information about the share capital, number of shares,
number of members and alternate members of the board of
directors, number of auditors, how the general meeting has to be
convened and the company’s financial year, the shareholders will
therefore be able to decide whether the optional provisions will
apply in full or whether there is a need on some point to stipulate
something else in the articles of association.
The articles of association of companies that choose to make
full use of the optional provisions will only consist of the company’s
name, registered office and objects. The other rules that apply
to the company will be set out in the Act. As part of this proposal,
the Swedish Companies Registration Office will supply further
information about the meaning of the provisions and also provide
information about what other clauses can be considered for inclusion
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