The Swedish Companies Act 2005 in English translation

I have received a question about the book “The Swedish Companies Act 2005 in translation" and have answered it in a comment to another post, but as it is hard to find I give the information here as well.

”The title is “The Swedish Companies Act 2005 in translation”, Aktiebolagslagen (2005:551) i engelsk översättning. ISBN 10: 9139011704 - Norstedts Juridik & Translegal Language Services, 2006

You could order the book on the Internet from e.g. Bokus


I gave some further information in an earlier blogpost.

Swedish Law – Company Reorganisation

At my other blog, Swedish Law Blog, I am writing a series of posts about the Swedish Company Reorganisation Act (1996:764) (the act is available in Swedish only).

Proposal: Lowered Minimum Share Capital in Swedish Private Limited Companies

In October 2007 the Swedish Government initiated an investigation concerning the minimum share capital in private Swedish limited companies as a part of a general drive to simplify the rules applicable to smaller companies and to strengthen their competitive powers.

A report has now been presented as “Aktiekapital i privata aktiebolag, SOU 2008:49”

Today the minimum share capital of a private Swedish limited company is SEK 100,000. The main proposal in the report is to lower this amount to SEK 50,000. This level would enable increasing numbers of minor entrepreneurs to carry on their business activities in limited companies but at the same time ensure that a certain amount of money is needed to start and to operate a limited company.

As an alternative it is proposed that only a quarter of the share capital need to be paid in immediately with the remaining amount being paid later. If this proposal is introduced in the Swedish Companies Act together with the decrease of the minimum capital to SEK 50,000 , it would mean that only SEK 12,500 would be needed in order to start a Swedish private limited company. At present exchange rates this corresponds to about US$ 2,100 or € 1,350.

Swedish public limited companies will still need to have a share capital of not less than SEK 500,000.

A Short Information on Compulsory Share Redemption according to Swedish Companies Act

Redemption Conditions

If one shareholder holds more than nine-tenths of the shares in a Swedish company, he is entitled to buy-out the remaining shares of the other shareholders of the company. This also applies in a situation where one shareholder together with one or more of its subsidiaries holds more than nine-tenths of the shares. However, it does not apply when two non-related shareholders together hold more than nine-tenths of the shares.

Any person or legal entity whose shares may be bought out by a majority holder is also entitled to compel the majority shareholder to purchase his shares.

Purchase Price

If a demand for a buy-out was preceded by a public offer to acquire all of the shares of the company not held by the offeror and such offer was accepted by holders of more than nine-tenths of the shares to which the offer was related, the purchase price shall correspond to the consideration offered, “unless special cause otherwise dictates”.

Otherwise, the purchase price shall correspond to the price expected at a normal sale.

Initiation of Arbitration Procedure to decide the Purchase Price

If the parties are unable to agree on the purchase price, the majority holder is obliged to refer the matter to arbitration. One of the arbitrators is appointed by the majority shareholder, the other by the minority shareholders and the third (the chairman) is jointly appointed by the first two arbitrators.

The Swedish Arbitration Act will apply to the arbitration procedure.

Trustee acting on behalf of Minority Shareholders

The minority shareholders are given a two week time period to appoint their joint arbitrator. It is very unlikely that the minority shareholders succeed or even try to succeed in doing this, and the board of the company will instead formally ask the Stockholm District Court to appoint a trustee, who then will appoint the arbitrator on behalf of the minority holders and who shall protect the interests of the minority shareholders during the compulsory redemption process.

Arbitration

After an exchange of briefs between the parties and the hearing of arguments of the parties, the arbitrators will decide the purchase price to be paid by the majority shareholder for the shares to be redeemed. The payment of the purchase price will include interest and will be made in cash.

During the redemption procedure the Stockholm District Court and the arbitrators have to make certain decisions, some of which may be appealed. The redemption procedure is normally brought to a stand still during these appeal periods. This, together with the time necessary for the exchange of often lengthy briefs between the parties, results in a protracted redemption procedure period.

Advance Vesting of Title

Under normal circumstances, the majority shareholder may be vested in advance of the minority shares, provided the parties agree that a right of buy-out/compensation exists or this is otherwise obvious and further provided that the majority shareholder provides security for the purchase price (including interest) to be paid to the minority shareholders.

The Swedish Companies Act 2005 in English translation

As far as I know there is still no translation into English of the Swedish Companies Act 2005 available on the net free of charge.

It is available in an electronic version to subscribers of Swedish Commercial Legislation, which is a part of the Norstedts Juridik Zeteo services.

It is also available in printed form as follows:

as part of the Swedish Commercial Legislation loose leaf publication
Norstedts Juridik & Translegal Sweden, 2007
ISBN 978-91-39-01319-8

as a separate book The Swedish Companies Act 2005 in translation
Aktiebolagslagen (2005:551) i engelsk översättning.
Norstedts Juridik & Translegal Language Services, 2006
Offprint from Swedish Commercial Legislation, Suppl. 20 April 2006
ISBN 91-39-01170-4

Contact details for Norstedts Juridik

Customer Service
SE-106 47 Stockholm
Tel+46 8-690 91 00

Access to Internet Information about Danish Companies

Danish companies are registered at the Central Business Register (CVR) , which is the central register containing primary data on all businesses in Denmark, regardless of economic and organizational structure. CVR also covers both public and private businesses.

In addition, CVR contains detailed information on all limited companies, including fiscal reports, management and financial information and status, etc. All this information is available for purchase and download from this website. All major credit cards are accepted.

As all this information and the navigation to reach it is in Danish, non-Danish speaking users are recommended by CVR to access the European Business Registry for an access to information on Danish companies in their own tongue. I assume you will be able access information about Swedish companies there as well.

Access to Internet Information about Swedish Companies

I have been asked to what extent corporate information about Swedish companies is available on the Internet.

Swedish companies are registered at the Swedish Companies Registration Office.

You can access almost all registered information about a certain company at the Swedish Trade and Industry Register kept by the Companies Registration Office. There is a guide in English about how to use this register. However, the information is in Swedish only unfortunately.

You need a subscription (one time fee of SEK 600) to access the information and then you have to pay about SEK 6 to 8 for each page you look at.