Companies (ABL)

1 Chapter. Introductory provisions
Act content
Private and public limited companies
The shareholders' liability
Share capital
Prohibition on distribution of shares m.m. the Private Company
Where there are definitions and explanations
The concept of the record companies
The concepts of parent, subsidiary and the consolidated
The concept of the law on annual reports
Signing with electronic signature
Special provisions for public companies

2 Chapter. Formation of Companies
Founders
Actions to be taken at the formation
When the company is considered formed
Pen Else documents
Content of articles
The effects of the non-cash provisions m.m. have been reported in error
Subscription for shares
How shares shall be subscribed
The effects of the shares have been subscribed with abnormal conditions
The effects of the conditions for the subscription of shares have not been met
Payment of shares
As a minimum shall be paid on an equity
How shares shall be paid
Payment in cash
Payment in kind
Payment activity against the subscriber's creditors
Offsetting m.m.
Registration of the company
A registration
Requirements for registration
Effect of registration is not done
Acts that have been undertaken prior to its registration
Special provisions for public companies
Data in the memorandum of costs for the company's formation
Deferred consideration

3 Chapter. Articles of association
Annual scheme content
Required information
Information on accounting currency
Indication of the scope of activities
Amendment of Articles of Association
Who can decide to amend the Articles of Association
Notification and enforcement of the decision to amend the Articles of Association
Government approval for the amendment of the Articles of Association
Panthavares consent to the record subject is removed from the Articles of Association
Special provisions for change in accounting currency
Special provisions for public companies
Information on company category

4 Chapter. Shares
Class
Likhetsprincipen
Regulations on different classes of shares
Regulations on preferential issue of shares or issue of warrants or..
Regulations on the right of fund shares
Difference in voting rights
Omvandlingsförbehåll
Stocks negotiability
Samtyckesförbehåll
The meaning of a consent subject
The contents of a consent subject
Samtyckesförbehålls applicability of shares allotted
Application for consent
The company's decision in a matter of consent
No action for consent
Adjustments
The effect of a decision to consent
Transfer in violation of a consent subject
Förköpsförbehåll
The meaning of a prepaid reservation
The contents of a prepaid reservation
Notification of transfer of shares covered by prepaid reservations
Exercise of option to purchase m.m.
No action for pre-sale
Proof of entries in the share register
Adjustments
Effect of pre-emption has not come about
Transfer in violation of a prepaid reservation
Hembudsförbehåll
The meaning of a pre-emption subject
In 6 Chapter. Law (2006:451) on public offers in the stock market's rules..
The contents of a pre-emption subject
Applicability of first refusal reservation death
Application for acquisition of shares hembudspliktiga
Exercise of the right solution m.m.
Proceedings in a case of pre-emption
Adjustments
Exercise of rights under the pre-emption time m.m.
Exercise of rights attached to shares
Stock of rights related to the share register etc..
Exercise of certain economic rights in companies that are not record companies
Exercise of certain economic rights of the record companies
Conveyance or payment to the wrong recipients
If a stock has multiple owners
Bequest rights m.m.
Share held by the company itself
Subdivision and consolidation of shares

5 Chapter. Share Register
Common provisions
Obligation to keep register
Stock book form
Archiving
Companies that are not record companies
Share book content
Responsibility for the share register
The establishment of share register
Changes in the share register
Share the Book Publicity
The record companies
The contents of the share register
Responsibility for shareholders m.m.
Introduction of the shareholders in the share register
Introduction of the managers in the share register
Registration of voting rights
Transfer of data from older register
Share the Book Publicity

6 Chapter. Share certificates
Companies that are not record companies
The Company's obligation to issue stock certificates
Details of share certificates
Signing of share certificates
Disclosure of share certificates
Note on the share certificate
Exchange of share certificates
Suspension of dividend or issue certificates
Assignment and pledging of stock certificates m.m.
Interimsbevis
The record companies

8 Chapter. The company's management
The Board
Deputies
Duties of the Board
Main Tasks
Instructions on reporting to the Board
Rules of procedure
Instructions for work between the company bodies
How the Board appointed
Residence Requirement
Obstacles to be director
Board members have a term
Board members have early retirement
Court decisions on the replacement of a director
Chairman of the Board
Board meetings
Board quorum
Majority requirements for board decisions
Disqualification of board member
Fees and other remuneration of the Board
Board meeting
Managing Director
Executive Vice President
The Executive Director,
Residence requirement for the President
Obstacles to be CEO
Executive Director's term
Disqualification of the President
The Board of Directors as the company's deputy
The Executive Director of the company's deputy
Special signatory
Restrictions on business subscription
Receive service of
General restrictions on nominees skills
Kompetensöverskridande
Registration
Notification of shareholding
Special provisions for public companies
The number of directors
Who appoints the board members
Information for Board elections
Especially if the Chairman
Revisionsutskott
Managing Director
Obstacles to be director m.m. for the former accountant in certain public companies
Guidelines for remuneration to senior executives of listed companies

9 Chapter. Audit
The number of auditors
Deputy auditors
Auditor
Provision of information m.m.
How an auditor appointed
Minority Auditor
Unjust Trial Basis
Competence requirements
Conflict of interest
Audit
Auditor of subsidiaries
The auditor's term of office
Resignation and dismissal prematurely
County Administrative Board Appointment of Auditor
The audit report
The consolidated audit report
Recollections
The auditor's attendance at the meeting
The auditor's duty of confidentiality
Measures on suspicion of crime
The auditor's duty of disclosure to the General Meeting
Registration

10 Chapter. General and specific audit
Public Review
When a lay auditor may be appointed
Substitute for the lay auditor
The lay information
Provision of information m.m.
How a lay auditor appointed
Unjust Trial Basis
Conflict of interest
Departure
The investigation report
The lay attendance at the General Meeting
Lay auditor confidentiality
Lay auditor disclosure to the General Meeting
Registration
Special review

11 Chapter. Increase in share capital, issuance of new shares, admission of certain loan, m.m.
Share capital increase and issuance of new shares
The different forms of share capital increase
Chain of command
Definitions
Issue of certificate issuance
The first paragraph also applies where the holder of warrants or convertible bonds are entitled..
Signature of issuing certificates m.m.
Transfer and pledging to issue certificates etc..
Registration of fund shares and warrants in the record companies
Sale of surplus fund shares and subscription rights
Entitled to dividends on new shares
Some loans

12 Chapter. Bonus issue
The implication of a bonus issue
Of bonus shares
What a bonus issue decided
The draft decision
Supplementary information
Provision of draft resolutions m.m.
The general meeting
Registration of the issue resolution
The sale of fund shares

13 Chapter. New issue of shares
Pre-emption
How an issue is decided
Preparation of proposals
Contents of the Proposal
Supplementary information
Information on the kind and set-off
Review report
Provision of draft resolutions m.m.
Convocation content
The general meeting
Notification
Subscription for shares
How new shares shall be subscribed
The effects of the drawing is not done properly
The effects of the shares have been subscribed with abnormal conditions
The effects of the conditions for the subscription of shares have not been met
Insufficient subscription m.m.
Allotment of shares
Payment of shares
As a minimum shall be paid for shares
How shares shall be paid
Payment in cash
Payment in kind
Offsetting m.m.
Forfeiture of rights to shares
Registration of the issue resolution
A registration
Requirements for registration
Effect of Recording
Effect of failure to register
The Board's resolutions, subject to shareholder approval
The Board's resolutions in accordance with a mandate
Special provisions for public companies
Information on set-off in issuance decisions m.m.
Payment in cash
Offsetting
Auditor Opinion

14 Chapter. Issue of warrants and accompanying subscription of new shares
Pre-emption
How an issue of warrants determined
Preparation of proposals
Contents of the Proposal
Supplementary information
Information on the kind and set-off
Review report
Provision of draft resolutions m.m.
Convocation content
The general meeting
Notification
Subscription for warrants
How warrants shall be subscribed
The effects of the drawing is not done properly
The effects of the warrants have been signed with abnormal conditions
The effects of the conditions for the subscription of the warrants have not been met
Insufficient subscription m.m.
Allocation of warrants
Registration of the issue resolution
A registration
Requirements for registration
Effect of failure to register
The Board's resolutions, subject to shareholder approval
The Board's resolutions in accordance with a mandate
Subscription for shares with the exercise of options
How shares shall be subscribed
The effects of the drawing is not done properly
The effects of the shares have been subscribed with abnormal conditions
The effects of the conditions for the subscription of shares have not been met
Allotment of shares
Payment for shares
As a minimum shall be paid for shares
How shares shall be paid
Offsetting m.m.
Forfeiture of rights to shares
Registration of share subscription
A registration
Requirements for registration
Effect of Recording
Special provisions for public companies
Information on set-off in issuance decisions m.m.
Payment in cash
Offsetting
Auditor Opinion

15 Chapter. Issuance of convertible bonds with subsequent conversion into new shares
Pre-emption
How a convertible bond issue is decided
Preparation of proposals
Contents of the Proposal
Supplementary information
Information on the kind and set-off
Review report
Provision of draft resolutions m.m.
Convocation content
The general meeting
Notification
Subscription of convertible bonds
How convertibles shall be subscribed
The effects of the drawing is not done properly
Effect of convertible bonds have been subscribed with abnormal conditions
The effects of the conditions for the subscription of the convertible debentures have not been met
Insufficient subscription m.m.
Allotment of convertible bonds
Payment of convertible bonds
How the convertibles shall be paid
Payment in cash
Payment in kind
Offsetting
Registration of the issue resolution
A registration
Requirements for registration
Effect of failure to register
The Board's resolutions, subject to shareholder approval
The Board's resolutions in accordance with a mandate
Conversion to shares
Note in register m.m.
A registration
Requirements for registration
Effect of Recording
Special provisions for public companies
Indication of set-off in issuance decisions m.m.
Payment in cash
Offsetting
Auditor Opinion

16 Chapter. Some private placements m.m.
Scope
New issue of shares m.m.
Transfer of shares, warrants or convertible bonds
Some loans
Majority requirements
Information in the Report

17 Chapter. Distributions from the company
The concept of value transfer
Permitted forms of value transfer
The protection of the company's restricted equity and prudence rule
Distributions during the current financial year
Gift to the public good
Refund Obligation for the illicit transfer of value
Lack Coverage Liability for unlawful distributions

18 Chapter. Payout
Chain of command
Proposal for a decision on dividend
Preparation of proposals
Contents of the Proposal
Opinion of the Board
Supplementary information
Provision of draft resolutions m.m.
Convocation content
The general meeting
Registration
Profits at the request of minority shareholders in
Payment for the adopted dividend

19 Chapter. Acquisition of own shares m.m.
Subscription for shares
The subsidiary's subscription of shares in parent company
Own shares as pledge
Acquisition of own shares
In which case, a corporation may purchase its own shares
Disposal Obligation for acquisition under 5 §
The subsidiary's acquisition and holding of shares in parent company
Acquisition and transfer of warrants and convertibles
Specific provisions for certain public limited company purchase of own shares
Permitted acquisition methods
What percentage of its own shares to be acquired
Unauthorized acquisition
Chain of command
Majority requirements
Preparation of draft decisions
Contents of the Proposal
Opinion of the Board
Supplementary information
Provision of draft decisions, m.m.
Convocation content
The general meeting
Authorization for the Board
Disposal Obligation for the purchase of own shares under 5 §
Special provisions on public limited liability companies transfer of own shares
Transfer of own shares on a regulated market or equivalent market outside the European..
Transfer of own shares that does not occur on a regulated market or equivalent market..

20 Chapter. Reduction of share capital and statutory reserve
Reduction Purposes
Methods for reduction of share capital
Chain of command
Reduction of share capital by the general meeting
Majority requirements
Preparation of proposals
Contents of the Proposal
Supplementary information
Information on special redemption terms m.m.
Review report
Provision of draft resolutions m.m.
Convocation content
The general meeting
Notification
Registration m.m.
Reducing the decision falls
Permission from the Companies Registration Office or public court
Permission to execute the decision on reduction of share capital for repayment to the shareholders..
Notification to the company's known creditors
Applications for permits
Notice on the company's creditors
When the Companies Registration Office shall permit the reduction of share capital
When the general court shall permit the reduction of share capital
Registration
Permission to dividends after the decision on reduction of share capital
Reduction of the share capital of the subject of Association
Redemption Notice
Majority requirements
Permission to reduce the share capital
Registration m.m.
Reduction of statutory reserve
Reduction Purposes
Chain of command

21 Chapter. Loans from the Company to shareholders and others.
Loans m.m. to related
Provision of security
Holdings of investment fund
Loans for purchase of shares
Loans for acquisition of shares in the company or parent company of the same group
Holdings of investment fund
Waivers
List of loans m.m.
Legal consequences of illegally supplying loans or surety
Special provisions on public limited companies

22 Chapter. Redemption of minority shares
Prerequisites for redemption
The redemption price
Redemption Amount of
Interest on the redemption price
The right of redemption amount
Proceedings of the redemption proceedings
Special provisions as majority shareholder has requested review of the arbitrators
The request for review by arbitrators
The company's notification to minority shareholders
Application for a good man
Who can be appointed as trustee
The Trustee's duties
Advance Access
Special Court of redemption dispute
Withdrawal of application m.m.
Majority shareholder's obligation to complete the action
Obligation for other than the majority shareholder to complete an action
Effect of an arbitration award relating to the redemption price
Reduction of fixed exercise price
Issue of new share certificates
The costs of arbitration
Proceedings against arbitration
Costs in court
Redemption of warrants and convertibles
Special provisions for public companies

23 Chapter. Merger of Companies
Common provisions
What the merger means
Fusionsvederlag
The participating companies' accounting currency
Merger when the merging companies have gone into liquidation
Specific right-holders' position
Fusion under 1 § second paragraph
Establishment of the merger plan
The merger plan content
Supplementary information
Auditors' review of the merger plan
Registration of the merger plan
When the merger plan shall be submitted to the General Meeting
The provision of the merger plan m.m.
Majority requirements m.m.
Notification to the company's known creditors
Application for permission to implement the merger plan
Notice on the companies' creditors
When the SCRO shall give permission to implement the merger
When the general court shall give permission to implement the merger
Registration of merger
Merger effects
The issue of merger falls
Absorption of subsidiary
Plan of Merger
Auditors' review of the merger plan
Registration of the merger plan
Shareholders' meeting approving the merger plan
Notification to the company's known creditors
Application for permission to implement the merger plan
Merger effects
The issue of merger falls
Cross-border mergers
Legal framework
Fusionsplan m.m.
Review report
Registration of the merger plan
The provision of the merger plan
Conditional Decision approving the merger plan
Application for permission to implement the merger plan
Issue of certificate of merger
Registration of the merger when the acquiring company must be resident in the State other than Sweden
Registration of the merger when the acquiring company must be resident in Sweden
Merger effects
Especially the closing
Absorption of subsidiary
Nullity

24 Chapter. Sharing Companies
As a division means
Sharing payments
The participating companies' accounting currency
Sharing in the transferring company has gone into liquidation
Taking over companies' liability
Specific right-holders' position
Establishment of the partition plan
Sharing Plan's content
Supplementary information
Review report of the division
Registration of the demerger plan
When the partition plan shall be submitted to the General Meeting
Provision of division m.m.
Majority requirements m.m.
Notification to the company's known creditors
Application for permission to implement the partition plan
Notice on the companies' creditors
When the Companies Registration Office shall permit the execution of the demerger plan
When the general court shall permit the execution of the demerger plan
Registration of merger
Sharing effects
The question of division falls
Nullity

25 Chapter. Liquidation and bankruptcy
Voluntary liquidation
The meeting's decision on liquidation
Majority requirements
Proposal for Decision
Convocation content
Provision of the draft decision
The contents of the Annual General Meeting
Registration
Time a decision on liquidation takes effect
General compulsory liquidation
Compulsory liquidation because of the company's decision
Compulsory liquidation due to the provision of the Articles of Association
Compulsory liquidation because of capital shortage, m.m.
Obligation to prepare a balance sheet
Kontrollbalansräkningens content
First check the Meeting
Other control meeting
Winding
Personal liability for company representatives
Personal Payment to shareholders
Liability Period has expired
Compulsory liquidation and redemption on the basis of majority abuse
Liquidation
Redemption of shares
DEACON
The handling of questions about the liquidation
Processing of SCRO
Processing of the general court
Fee
The decision to appoint or remove a liquidator
The decision to appoint a liquidator
The decision to dismiss a liquidator
The implementation of the liquidation
Liquidator status
Audits and other reviews in liquidation
General meeting the status during the liquidation
Accounting for the time before the liquidator appointed
The notice to unknown creditors
The settlement of movement
Insolvency
Accounting for liquidation
Change
Proceedings against the parcel
Final report
The company's dissolution
Limitation of rights to the assets
Action for damages
Continued liquidation
Termination of liquidation
Contest
Registration
Representatives of the Company in its capacity as debtor
The company's dissolution after bankruptcy
Liquidation surplus after bankruptcy m.m.

26 Chapter. Changing the corporate category
Switching from private to public company
A switch from public to private company

27 Chapter. Registration
Companies register
Examination of registration cases
Announcement in the Mail- and Gazette
Effect of registration and announcement
Deregistration by unauthorized representatives
Deregistration of the company
Change in share capital m.m.
Appropriations m.m.

28 Chapter. Aktiebolag company
Firm
Bifirma
Other provisions on trade
Data on firm m.m. the short, invoices and order forms and websites
Signatures
Special provisions for public companies

29 Chapter. Damages
Stiftares, Board member and executive director liability
Auditor, layman and special reviewers' liability
Shareholders' liability
Shareholder redemption obligation for abuse
Adjustments of compensation
Joint liability
Action for damages to the company
The time for bringing proceedings
Bankrupt's right of action

30 Chapter. Penalties and liquidated damages
Penalty
Science

31 Chapter. Appeals
Appeal of the Company's decision
Appeals of county administrative decisions
Appeals of Tax Decision
Appeals by the Financial Supervisory Authority's decision
Leave to appeal

32 Chapter. Limited company with a special dividend restriction
Scope
Annual scheme content
Audit
Distributions from the company
Some loans
Koncernförhållanden
Fusion
Sharing
Liquidation
Changing the corporate category m.m.
Bolagets firma