Bolagsrätt

Bolagsrätt, or corporate law, is the branch of law that governs the creation, governance, operation, and dissolution of companies in Sweden. The central form is the aktiebolag (limited liability company), both private and public, regulated by the Aktiebolagslagen (Companies Act). The law sets the framework for capital structure, governance, disclosures, and corporate reorganizations and interacts with tax, securities, competition, and insolvency regimes. Oversight is provided by Bolagsverket, while supervisory authorities such as Finansinspektionen oversee listed and financial-market activities.

Formation and governance: Companies are formed through registration with Bolagsverket, including articles of association and initial share capital. The governance structure typically comprises the general meeting of shareholders, the board of directors, and the managing director or CEO. Directors owe fiduciary duties of loyalty and care, and the board is responsible for strategy, control, and risk management, while the general meeting approves accounts and distributions. In listed companies, the Swedish Corporate Governance Code provides additional governance practices.

Shareholders’ rights, capital, and reporting: Shareholders have voting rights, pre-emptive rights on new issues, and protection against unequal treatment. Distributions must be prudent and lawful to protect creditors. Public companies report annually, with audited financial statements and, for larger entities, consolidated accounts. Accounting and auditing requirements, as well as disclosure obligations, promote transparency for investors and creditors. Reorganizations, mergers, and demergers are regulated under corporate and competition rules, with safeguards for minority interests.

Insolvency and enforcement: When solvency cannot be maintained, procedures for restructuring or liquidation apply under bankruptcy and related regimes. Directors may bear liability for breaches of duties or violations of law, and enforcement can involve courts, regulators, and administrative bodies. The field continuously adapts to changes in market practices, globalization, and EU law, affecting cross-border corporate operations and harmonization.