Full resolution (JPEG) - On this page / på denna sida - XII. Synopsis of Trade and Industrial Legislation. By J. Tjerneld
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COMPANIES.
699
bolag cannot, as a legal persona, acquire rights or incur liabilities, nör engage
in legal proceedings.
The mutual rights and liabilities of the members during the existence of the
firm are determined by contract. Apart from agreement, a member of the
company cannot take action on behalf of the firm without the express consent
of the other members. Profit and loss are distributed in the same manner as
in the case of a handelsbolag. Contracts entered into in the name of the
members of the firm, or under a designation jointly covering the members of
the firm, do not affect a member of the firm who has not taken part in the
contract. Where several members have taken part in the contract, their rights
and liabilities are pro rata, unless otherwise agreed in entering into the contract.
Where, in entering into a contract, the firm has been so styled as to imply a
more unlimited liability, the members with whose consent the firm has
been so styled are liable jointly and severally. If an enkelt bolag transact
business with a view to commercial profit, the members of the company will
in like manner be jointly an severally liable. (Law of 1895.)
An aktiebolag is almost the exact equivalent of an English joint-stock
company. In an aktiebolag the members of the company are not personally liable
for the engagements of the firm. In former times a company of this kind could
not be formed except by a royal charter. The first Joint-Stock Companies
Act was that of 1848. This Law was based on the charter principle: the powers
and mode of management of the company were defined by charter. The Law
of 1S95, which entered into force two years later, introduced the registration
system, under which persons desirous of forming a company are obliged to
conform to certain regulations. It is the business of the registrar to see that
the required formalities are complied with before registering the company. The
company is incorporated as a joint-stock company as soon as registration has
been made. The Law of 1895 was supplemented by that of the 12 August 1910
which extends the former.
The joint-stock company system has been largely developed in Sweden. Not
only big enterprises, but a number of smaller undertakings of the most various
kinds are jointstocked. The total number of joint-stocks companies in Sweden
in 1908 was 4 919, with an aggregate capital of 2 034 228 000 kronor. The
average amount of the share capital of these companies was 413 000 kronor.
The following are the principal provisions of the Law of 1910. The funds
invested are divided into shares (aktier) of equal size, and indivisible. Where
the articles of association allow of variation in the amount of the capital, the
minimum capital shall not be less than a third of the maximum. The share
capital, or, in the case referred to, the minimum capital shall not be less than
5 000 kronor, and the nominal value of shares shall, as a matter of principle,
not be less than 50 kronor. However, where the share capital does not exceed
50 000 kronor, shares may be issued for smaller amounts, though in no case
less than 10 kronor. Shares shall be personal, but in certain cases Government
may authorize the issue of shares to bearer.
Persons desirous of forming a joint-stock company shall subscribe a
memorandum of association (stiftelseurkund), stating the general objects of the
company. The memorandum of association is signed by the promoters of the
company, who shall be at least five in number and all of them Swedish
subjects domiciled in Sweden. The memorandum shall be published in the official
Swedish gazette1 and also in one of the local papers of the place where the
Company is to have its registered office, two copies of the memorandum, and one copy
of papers in which it has been inserted shall then be lodged with the proper authorities
1 The "Post och Inrikes Tidningar".
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