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

SOU 2009:34 Summary
Easier for private limited companies to make loans to connected
persons and loans for the acquisition of shares
Under the proposal, private limited companies will have greater
possibilities of making loans to connected persons and loans for
the acquisition of shares. These rules on loans have to be seen as
part of the Act’s capital protection rules and be framed in this light,
which means satisfying the interests of creditors. Tax effects should
be handled through tax legislation instead.
Greater possibilities for private limited companies to make loans
to shareholders and others will simplify generational change,
especially in connection with acquisitions. The proposal also means
that companies will not have to undergo an exemption procedure.
Introduction of a dissolution procedure
A dissolution procedure will be introduced for private limited companies
as an alternative to voluntary liquidation. The simplified
procedure proposed is mainly targeted at private limited companies
with limited operations. The aim is to enable these companies to be
dissolved more quickly and at less cost. The procedure may also
encourage the dissolution of companies that no longer conduct any
business. This change may make the information in the Companies
Registry more up-to-date and increase the chances of finding unused
company names.
Briefly, under the proposed dissolution procedure an application
for the dissolution of a company will be filed with the Swedish
Companies Registration Office. The application, which has to certify
that all the company’s liabilities have been paid, has to be signed by
all shareholders and members of the board of directors and by the
managing director, if there is one. No special resolution of the
general meeting is required. Certificates from the Swedish Tax
Agency and the Swedish Enforcement Authority have to be attached
to the application. The application for dissolution will be announced
by the Swedish Companies Registration Office in the Official
Swedish Gazette (Post- och Inrikes Tidningar). When the company
has been removed from the Companies Registry, the company is
deemed to have been dissolved, at which time responsibility for the
company's obligations is transferred to the shareholders, members
of the board of directors and the managing director.
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