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700

(1914) [MARC] Author: Joseph Guinchard
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700

XII. SYNOPSIS OF TRADE AND INDUSTRIAL LEGISLATION.

(the Governors of the läns). The next step in the procedure is to draw up
a subscription list for shareholders. A constitutent general meeting shall be held
within a year from the filing of the memorandum with the authorities. The
law contains special regulations providing for cases in which a promoter of the
company or another is to receive indemnification for the formation of the
company; cases which a promoter or another is to be empowered to pay his shares
in some other form than money; similar cases in which the company is to be
authorized to receive property, or in which one of its members is granted special
privileges or rights. The constitutent general meeting resolves on the formation
of the company, passes the articles of association (bolagsordning), and elects
the board ■ of directors. When this procedure has been duly gone through, the
company is registrable, provided that at least half the share capital have been
paid up.

It is incumbent on the board of directors to keep a transfer register (aktiebok),
which must be accessible to public inspection. The accounts of the company
shall be brought before the shareholders once a year, at the ordinary general
meeting, to which the board of directors shall submit a report, accompanied by
a balance sheet and a profit and loss account. These documents shall be filed with
the Registration authority within a month after the balance sheet has been passed,
and shall be kept open for public inspection. A company is represented by a
board of directors, consisting of one or more Swedish subjects resident in Sweden.
In special cases Government may grant that the board of directors shall consist
in part, but not as to more than a third, of the subjects of another country,
or of Swedish subjects resident abroad.

The ordinary rule is that the firm of the company is signed by the members
of the board, one or more severally, or several jointly. The board of directors,
however, can empower a person outside the board to sign the firm, if the
articles of association so allow, or if the general meeting has authorized this
exception from the rule.

The law also provides for the protection of the rights of minorities; for
instance, in some cases, a minority is authorized to refuse discharge, to pass a vote of
censure against the directors, and so forth.

There are separate enactments for railway companies (Law of 1911), for
■insurance companies (Law of 1903), for banking companies, (Law of 1911),
and for certain joint-stock companies that carry on loan business (Law of 1911).
All companies under these heads require to have their articles of association
sanctioned by Government (see the Section dealing with Banking, Credit and
Insurance).

The formation of societies tends steadily to increase in Sweden. The Law of
1911 relating to societies formed for economic purposes (ekonomiska föreningar)
has placed legislation on this subject on a modern footing. The societies
covered by the Law are coperative societies, dairy associations, societies for
providing suitable dwellings for the working classes (bostadsföreningar), and so forth.
Societies formed for economic purposes, which carry on business for commercial
profit shall not give credit to others than members of the society. This
restriction, however, does not apply to societies whose sales to the general public
consist principally of products of the labour of the members or of the society,
nor societies formed with the object of purchasing and selling goods intended
for agricultural purposes. Societies with economic objects shall be registered
in order to be incorporated as societies. The number of members shall not be
less than five; not only individual persons, but companies, societies, corporations,
or other communities or institutions, may be members. A society is represented
by a board of directors, consisting of one or more Swedish subjects resident in
the country, unless an exception from the rule has been authorized by Govern-

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