Sweden: simpler rules for limited companies

On June 4th, 2014 the Swedish Parliament adopted the Government’s proposal regarding a number of simplifications for limited liability companies with the purpose of decreasing their administrative burden. The new rules entered into force on August 1st, 2014.

In short the new rules in the Swedish Companies Act are as follows:
– The requirements to adopt written rules of procedure and instructions about the allocation of work between the board and other company organs have been abolished for private companies that are not financial companies supervised or under the control of the Swedish Financial Supervisory Authority (Swe: Finansinspektionen).
– The requirement for founders and liquidators to be resident within the European Economic Area (EEA) has been removed.
-The Swedish Companies Registration Office can grant companies which already have an approved auditor exemption from the requirement to have a certified auditor if there are special reasons to do so.
-The judicial review of the Swedish Companies Registration Office’s decisions regarding exemption from the residence requirement, the requirement to have a certified auditor and the requirement to have a CEO in some economic associations has been moved from the Swedish Government to the general administrative court.
– It is now possible to decide in all limited liability companies to issue new shares, warrants and convertible debentures through payment.
– The registration and approval procedure for a reduction of the share capital has been simplified. It has also been clarified that the share capital may be reduced for transfer to the unrestricted equity.
– The minutes of a shareholders meeting do not need to be verified if the chairman or the record keeper alone, or the two together, represent all of the shares in the company.
– The requirement that a company shall send a copy of the dividend distribution decision to the Swedish Companies Registration Office has been abolished.
– The requirement to have a financial analysis in the annual report and in the consolidated financial statements has been removed and replaced by a requirement to include a cash flow statement.


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