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[ESTABLISHING A BUSINESS ENTITY IN SWEDEN]
director shall be appointed. If the board has more than one ordinary director, a chairman of the board must be appointed. A managing director may be appointed. The managing director may, but does not have to be, a member of the board of directors. If the managing director is appointed as a member of the board of directors they may also be appointed chairman of the board of directors. Public Limited Liability Companies The rules on Public Limited Liability Companies differ from those of the Private Limited Liability Companies, e.g., Public Limited Liability Companies must appoint a managing director. The chairman of the board must not be the managing director of the company. 3.3 Minority shareholders’ rights and protection Private/Public Limited Liability Companies The basic principle is that company decisions are made by a majority vote, unless otherwise is specified in the articles of association. There are, however, a set of rules protecting the rights of minority shareholders. The fundamental principle as stated in the Swedish Companies Act (2005:551) is that all shareholders must be treated equally. This is supplemented by several rules protecting minority shareholder’s rights. These include, amongst other rules which may provide protection for a shareholder, the following rights. - Amendments to the articles of association are valid where they are supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting. In rare cases, support
is required by nine-tenths of the shareholders represented. Neither the general meeting, nor the board of directors or any other authorized representative of the company may adopt any resolution which is likely to provide an undue advantage to a shareholder or another person to the disadvantage of the company or another shareholder. The board of directors shall convene an extraordinary general meeting where an auditor of the company or owners of not less than one-tenth of all shares in the company demand in writing that such a meeting be convened to address a specific matter.
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- A shareholder and/or a member of the board of directors may be liable for damages caused to the company, a shareholder, or any other person, in some circumstances. 4. FOREIGN INVESTMENT, THIN CAPITALISATION, RESIDENCY AND MATERIAL VISA RESTRICTIONS 4.1 Any significant barriers to entry for an offshore party? There are no significant barriers to entry for an offshore party. Restrictions may apply to certain types of businesses, e.g., some non- EU companies may need to seek approval before forming or acquiring a Swedish legal entity. 4.2 Any special business or investment visa issues? Citizens of EU and EEA countries who intend to stay in Sweden longer than three months need to be employed, self-employed, students or have sufficient means to support themselves to have the right to live and work
ILN Corporate Group – Establishing a Business Entity Series
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