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

SOU 2009:34 Summary
Simplification concerning the organisation of the company
One proposal is that it will no longer be necessary to attach general
meeting minutes to a notification to the Swedish Companies Registration
Office of a member or alternate member of the board of
directors, an auditor or alternate auditor and a general examiner or
alternate general examiner. Instead a solemn declaration will be made
in the notification to the effect that the information in the notification
agrees with the decisions on which it is based. This will
reduce the quantity of documents that companies have to file with
the Swedish Companies Registration Office in various notification
matters.
Another proposal is that the requirement for at least one alternate
in cases where the board of directors has less than three
members will be altered to relate to cases where the board has only
one member. This will simplify matters for the companies with two
board members – more than 15 per cent of all limited companies –
which may have difficulty in finding an alternate member able to
take part in the business of the company.
The requirement to adopt rules of procedure and the requirement
to draw up written instructions on the allocation of work
between company organs have turned out to be of very limited
importance for many small limited companies. At the same time,
these requirements place an administrative burden on these companies.
The requirements can therefore be abolished for private
limited companies. Naturally, private limited companies that are of
a size or have a business that is deemed to justify adopting rules of
procedure or instructions will still be able to do so.
As regards the term of office of a member of the board of
directors, it is proposed that the optional provision for private
limited companies be amended to relate to the term continuing until
further notice unless otherwise stipulated in the articles of
association. This will enable small limited companies to do without
recurring annual elections, which entail administrative costs, if so
desired.
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