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Directors, Officers, and Shareholders: A Guide to Swedish Companies
Sweden’s corporate landscape is governed by various laws and regulations that govern the roles and responsibilities of directors, officers, and shareholders. In this guide, we will delve into the key requirements and obligations for limited companies (aktiebolag), trading partnerships (handelsbolag), limited partnerships (kommanditbolag), and branch offices (filial).
Public Disclosure
In Sweden, the identity of directors and managing directors is publicly disclosed. However, the identity of shareholders in private, non-listed companies is not publicly registered. ABs that are not CSD-registered must disclose their share ledger to anyone upon request.
Beneficial owners, who are individuals who ultimately own or control a company, must be registered with the Swedish Companies Registration Office (SCRO) and disclosed in a public register.
Minimum and Maximum Number of Directors and Shareholders
A limited company (aktiebolag) must have at least one shareholder. The minimum director requirements vary depending on whether it is a private or public company:
- Private AB: 1 director and 1 deputy director
- Public AB: 3 directors, including a managing director
There is no maximum number of directors on the board of directors.
Trading partnerships (handelsbolag), limited partnerships (kommanditbolag), and branch offices (filial) do not have minimum or maximum director requirements.
Removal of Directors or Officers
In a limited company (aktiebolag), the shareholders’ meeting resolves upon the removal of directors. The managing director can be removed by a board resolution. Directors and managing directors may also resign by notifying the SCRO.
Trading partnerships, limited partnerships, and branch offices have different procedures for removing partners or officers, which are governed by their respective partnership agreements or laws.
Required and Optional Officers
A limited company (aktiebolag) must have:
- A chairman appointed by the board where the board consists of 2 or more directors
- A managing director in public companies and optional in private companies
- A person authorized to receive service of process, if none of the company’s authorized representatives is a resident in Sweden
Trading partnerships (handelsbolag) must have at least two partners. Limited partnerships (kommanditbolag) also require at least two partners.
Board Meeting Requirements
Limited companies (aktiebolag) do not have statutory minimum number requirements for board meetings, but it is common practice to hold an inaugural meeting in connection with the annual shareholders’ meeting.
Trading partnerships, limited partnerships, and branch offices do not have specific board meeting requirements.
Quorum Requirements for Shareholder and Board Meetings
Limited companies (aktiebolag) do not have specific quorum requirements for shareholder meetings. Resolutions are passed with a simple majority of votes cast, except for important decisions that require a 2/3 majority.
For directors, typically a majority of directors must be participating during a board meeting, or all directors may participate via written consent.
Conclusion
In conclusion, Sweden’s corporate landscape is governed by various laws and regulations that govern the roles and responsibilities of directors, officers, and shareholders. Understanding these requirements is essential for companies operating in Sweden to ensure compliance with relevant laws and regulations.