bolagslagen

Bolagslagen, commonly translated as the Swedish Companies Act, is the central statute governing aktiebolag (joint stock companies) in Sweden. It sets the framework for the formation, governance, operation, and dissolution of companies, and defines the rights and duties of shareholders, directors, and management. The act regulates both private and public companies, with differences in capital requirements, disclosure obligations, and corporate governance rules.

A company is formed by registration with the Swedish Companies Registration Office (Bolagsverket) based on articles of association and a register of shares. The act outlines the necessary organizational structure, including the board of directors and, in appropriate cases, a CEO, as well as procedures for appointing directors, voting at general meetings, and protecting minority shareholders. It also governs duties, liability, and conflicts of interest among those in control of the company.

Capital and ownership provisions address share capital, transfer of shares, and the rights attached to shares. The act lays down rules on disclosure and transparency, order of information provided to shareholders, and general limits on corporate actions that affect ownership and control.

Accounting, auditing, and reporting requirements are a key component. Larger or public companies must prepare annual accounts and an annual report, undergo external auditing, and file financial information in accordance with the annual accounts act and related regulations.

The act also provides for corporate actions such as mergers, demergers, capital increases, and changes to the articles of association, as well as dissolution and winding up. Bolagslagen interacts with other Swedish laws, and enforcement is carried out by Bolagsverket alongside supervisory and auditing authorities.