Chapter 1. Introductory provisions
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An economic association has the objective of promoting
Members ' financial interests through economic activities in
the members participate
1. as consumers or other consumers,
2. as suppliers,
3. own work,
4. by using the Association's services, or
5. in any other similar way.
In assessing whether the conditions referred to in the first subparagraph is
shall, in addition to the society's own members, should be taken into account
even members of another economic association that is a member of
the former compound.
Furthermore, an association shall be considered as economic association, if
1. the Association has the objective to promote members '
economic interests by encouraging their involvement in the
as specified in the first paragraph of economic activities as a
or several other compounds,
2. the Association's assets mainly consist of
shares in the other unions, and
3. the other unions referred to in the first subparagraph is
economic associations.
An economic Union activities may be carried out
1. in one of the Association wholly owned subsidiary,
2. in a company partly owned by the Association, even if the other partner
is economic associations or equivalent foreign legal
persons resident in the European economic
area, or
3. in a wholly owned subsidiary of such a company as referred to
in the 2.
For a peculiar to meet
special conditions in respect of the right to membership, voting rights
and surplus dividend. If this is provided for in Chapter 3, 7, and 10.
Law (2006:293).
1 section/entry into force: 07/01/2016
An economic association has the objective to promote the economic interests of their members through economic activities that members participate in
1. as consumers or other consumers,
2. which suppliers, 3. with its own effort,
4. by using the Association's services, or
5. in any other similar way.
In assessing whether the conditions referred to in the first subparagraph are met, in addition to the society's own members, including members of another economic association that is a member of the former Association shall be taken into account.
In addition, an association shall be considered as an economic association, if
1. the Association has the objective to promote the economic interests of its members by promoting their involvement in the manner specified in the first subparagraph in economic activities as one or more other organizations engaged in, 2. the Association's assets mainly consist of shares in it or the other unions, and 3. the other unions referred to in the first subparagraph shall constitute economic associations.
An economic Union activities may be carried out
1. in a subsidiary of the Association,
2. in a company partly owned by the Association, even if the other partner is economic associations or equivalent foreign legal persons resident in the European economic area, or 3. in a wholly owned subsidiary of such a company as referred to in 2. Law (2016:108).
1 a section/entry into force: 07/01/2016
In the statutes of an economic association, it must be determined that the Association may also be members who are not going to participate in the activities as set out in article 1, but only to contribute to the activities of a member bet (investing members). Law (2016:108).
2 § A business association shall be recorded.
Then the Association has been registered, it may acquire rights and assume
obligations and be a party to legal proceedings.
A compound that has the objective to promote the economic interests of the members
by other economic activities than those referred to in paragraph 1 may not
acquire rights or assume obligations or bring an action before the
courts or other government agencies, unless another law.
paragraph 3 of the Economic Association's obligations responds only to the Association's
assets. The assets included efforts and contributions that have expired
for payment, even if they have not yet been paid.
4 § Economic Association is the parent compound and another legal
person is a subsidiary, if the Association
1. holds more than half of the votes for all the shares in the
legal person;
2. own shares of the legal entity and because of contracts with the
other partners in this disposes of more than half of the votes for
all the shares,
3. own shares in the legal person and has the right to appoint or
set aside more than half of the members of its Board of directors or
equivalent governing body, or
4. own shares in the legal person and has the exclusive right to
exercise a dominant influence over this because of contracts with the
legal person or because of a provision in its articles of Association,
partnership agreement or similar statutes.
Furthermore, a legal entity, subsidiaries of the parent compound, if
another subsidiary to the parent Association or parent Association
together with one or more other subsidiaries or several other
subsidiaries together
1. holds more than half of the votes for all the shares in the
legal person;
2. own shares of the legal entity and because of contracts with the
other partners in this disposes of more than half of the votes for
all the shares, or
3. own shares in the legal person and has the right to appoint or
set aside more than half of the members of its Board of directors or
equivalent governing body.
If a subsidiary owns shares in a body corporate, and due
by agreement with the legal entity or by reason of precept in
its articles of Association, partnership agreements or similar bylaws have
the right to solely exercise a decisive influence over the legal
also, this person is a subsidiary of the parent compound.
The parent compound and the subsidiaries together form a group.
With Group companies referred to in this law company in the same group.
Law (1996:1142).
§ 5 in the case referred to in paragraph 4(1), 1-3
subparagraph, such rights that belong to anyone who
acting in his own name but on behalf of another natural or legal
person's behalf shall be deemed to accrue to the person.
In determining the number of votes in a subsidiary undertaking to be taken into account
not the shares in the subsidiary held by the company
itself or by its subsidiaries. The same applies to shares that
the possession of the person acting in his own name but on behalf of the subsidiary's
or its daughter company. Law (1996:1142).
section 6, for the purposes of paragraphs 4 and 5 ' participations shares and
other interests in legal entities. Law (1996:1142).
section 7 of an act under this Act to be signed may,
If something else not listed, are signed with advanced
electronic signature pursuant to the Act (2000:832) if qualified
electronic signatures. Law (2008:83).
section 8/entry into force: 07/01/2016
A cooperative may use electronic means to send invitations, and other information to a member or any other even when the Act states that written information to be provided in some other way if
1. the general meeting has decided about it,
2. the Association has reliable procedures to identify the recipient and the reliable information about how he or she can be accessed, and
3. the receiver after a request has been sent by mail has agreed to such a procedure.
A recipient shall be deemed to have consented to the procedure if he or she has not objected to the use of electronic means within the time specified in the request referred to in the first subparagraph of paragraph 3. This time should be at least two weeks from the time the request was sent. The request should indicate that future information can be given with the specified kinds of electronic means, unless the recipient explicitly opposes this.
The person who has consented to disclosure by electronic means may at any time withdraw his or her consent. Law (2016:108).
Chapter 2. The formation of an economic association
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A business association shall have at least three members.
Members shall adopt bylaws and elect the Board of Directors and Auditors.
Law (1993:313).
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A business association shall have at least three members who are not investing members.
Members shall adopt bylaws and elect the Board of Directors and Auditors.
Law (2016:108).
2 §/expires U: 2016-06-01/
Its statutes shall specify
1. the Association's name;
2. the place in Sweden where the Board shall have its
registered office,
3. the purpose of the Association's activities and the nature,
4. the effort with which each Member must participate in the Association,
how the operations to be performed and to what extent a member may
participate in association with action beyond what he is obligated to
participate with,
5. in the event that the regular or on particular decisions about
levy-dependent fees to the Association shall be,
fee amount or the maximum amount to which they are
be determined,
6. the number or the minimum and maximum number of Directors
and Auditors, as well as alternates, if any, time for their
assignments and, if any of them shall be appointed in any way other than as
specified in this law, how it is to be performed;
7. in the event that the Council in accordance with Chapter 7. section 12 shall
exist, their powers, how they shall be appointed, and the time for
their mission,
8. the time within which and how the general meeting shall be convened
as well as how other messages shall be brought to the members '
or general knowledge,
9. What are the matters that shall be present at the annual general meeting,
10. what time the Association's financial year shall include,
11. basics of distribution of the society's profits as well as how to
shall proceed with the Association retained assets when
the Association is dissolved, and
12. in the case of subordinated debentures referred to in Chapter 5. or
bonus issues referred to in Chapter 10. 2 a § shall occur, what
to apply for these.
The provisions of the first paragraph 6 does not apply
workers ' representatives appointed under the Act
(1987:1245) on board representation for private employees.
If the Association shall have euro as the accounting currency at 4
Cape. section 6 of the accounting Act (1999:1078), this fact shall be stated in the
the statutes. In that case, the Statute also provides that the
effort with which each Member must participate in the Association shall
be determined in euros.
When changing the accounting currency, change of indication referred to
in the first subparagraph 4 If the bet amount will be delayed to the first
annual general meeting after the decision on the change of
accounting currency got the effect. Act (2000:33).
2 section/entry into force: 07/01/2016
Its statutes shall specify
1. the Association's name;
2. the place in Sweden where the Board shall have its registered office,
3. the purpose of the Association's activities and the nature,
4. the contribution which each Member shall participate in the Association, how actions will be performed and the extent to which a member may participate in the association with a stake beyond what he or she is required to participate with,
5. in the event that regular contributions to the Association or contributions to society that are dependent on specific decisions about the levy should occur, the amount of fees or maximum amounts they may be, 6. the number or the minimum and maximum number of Directors and Auditors, as well as alternates, if any, time for their assignments and, if any of them shall be appointed in a manner other than as specified in this law, how it should be done, 7. in the event that the Council in accordance with Chapter 7. Article 1, second subparagraph, is to be found, their powers, how they shall be appointed, and the time for their mission, 8. within what time and how a general meeting shall be convened and how other messages to be conveyed to the members or councillors,
9. which issues should occur at an annual general meeting,
10. what time the Association's financial year shall include,
11. basics of distribution of the society's profits and what to do with the Association retained assets when the Association is dissolved, and
12. in the case of subordinated debentures referred to in Chapter 5. or bonus issues referred to in Chapter 10. section 21 shall occur, what should apply to these.
First paragraph 6 does not apply to employees ' representatives who have been appointed under the Act (1987:1245) on board representation for private employees.
If the Association should have euro as the accounting currency pursuant to Chapter 4. section 6 of the accounting Act (1999:1078), this must be specified in the statutes. In that case, the Statute also States that the effort that each Member must participate in the Association shall be determined in euros.
When changing the accounting currency may amend the task referred to in the first subparagraph 4 If the bet amount will be delayed until the first annual general meeting after the decision on the change of accounting currency got the effect. Law (2016:108).
section 3 of the Association shall be notified for registration within six months of the
the decision was made to form it.
According to the statutes of the Association or in accordance with the decision taken at the
meeting of the members shall not commence business until given
conditions have been met, counted the time of notification for registration instead
from the time when the condition is met. Registration may not be effected prior to the
This time.
The issue of the Association's formation has fallen, if notification of registration does not
occurred within the time period specified in the first or second subparagraph, or if registered
rings authority by decision which has become final has dismissed such
registration or refusal of registration. The directors respond jointly and severally
for the repayment of the contributions or fees together with the resulting investment return,
with less costs due to measures referred to in paragraph 4, first subparagraph.
Notwithstanding paragraph 4 of Chapter 1. section 2 of the second subparagraph, the Board of directors before registration
proceedings in cases concerning the Association's formation and also otherwise take action
to obtain the committed efforts or contributions.
If an obligation is incurred by an action on the Association's behalf before the Director-
applications, answer those who have decided or been involved in the operation jointly and severally
for the obligation. Upon registration, the responsibility passes to the Association, if
the obligation has arisen after the Coalition is formed.
Prior to registration for the Association an agreement concluded with a contractual partner
who knew that the compound was unrecorded, he may, unless otherwise provided
of the agreement, withdraw from this only if the issue of the Association's formation has
falling under paragraph 3, third subparagraph. If the other party did not know that
the Association was unrecorded, he may withdraw from the contract before the Association has
registered.
Chapter 3. The Association's members, etc.
(1) a cooperative shall not refuse any entry as a member, if the
no special reasons for refusal with regard to the nature or extent
of the activities of the Association or the Association's purposes or any other reason.
The Board shall consider an application for entry, unless otherwise provided by the bylaws.
The statutes may provide that the admission application shall be made in writing and
the application document shall bear the applicant's witness name-
signature.
1 a section/entry into force: 07/01/2016
In a decision to adopt someone investing Member shall state that the Member is an investing member.
An investing Member, after a new application adoption as such member as referred to in Chapter 1. Article 1, first paragraph.
Law (2016:108).
section 2 of The program through the Division of property, inheritance or bequest has acquired a Member
share has the right to notification arises as a member of the Association, unless the
otherwise provided in the bylaws.
Notice of entry shall, upon acquisition of a deceased member's share, made
at the latest six months after the death or at such later time when
the resignation from the Association occurs under section 5.
Otherwise than as stated in the second paragraph, notification shall be made not later than six
months after the proportion at the Division have been posted on the other spouse's
Lott. Applying the acquirer does not join within this time limit, the Member
thus be deemed to have resigned to exit. The transferee has in such a case
the right of a leaving Member pursuant to Chapter 4. section 1, with the
obligation under Chapter 4. 2 §.
section 3 of The who by assignment has acquired a member shall apply for
membership of the society within six months thereafter. If he is adopted, he
as a member of the transferor. He did not apply for entry in the
the prescribed time limit or refused his application, the assignor, thus, are considered to
have said up to exit. In such case, the purchaser has the right that
There is a retirement a member pursuant to Chapter 4. section 1, with the obligation
to the provisions of Chapter 4. 2 §.
3 a section/entry into force: 07/01/2016
The part of a member's rights of participants relating to operations which has had been credited to the Member by a bonus issues or efforts beyond what the Member is obliged to participate may be transferred in connection with the transfer of the Member's entire interest in the Association. The right to the action which has had been credited to the Member by a bonus issues may be transferred only to another Member.
The right to the transfer may be limited in the statutes. Of the statutes, it must also be determined that such transfers may take place only in specified ways.
Unless otherwise specified in the bylaws, shall transfer legal effect against the Association when the Board has been informed of the transfer. Law (2016:108).
4 §/expires U: 2016-07-01/
A member has the right to cancel to exit from the
the Association. The statutes may provide that a notice of termination shall
be made in writing and that the termination document must be
equipped with the Member's signature witnessed
The statutes shall also provide that termination must not be made
After some time, a maximum of two years, from entering. Time will
extended to a maximum of five years, if the Registration Committee
It admits that the Provisions of the statutes. termination shall
be made only after a certain period of time does not apply in the cases referred to in 7
Cape. the third paragraph of section 15 and 12. section 20.
A member may be excluded from the Association on such basis as specified
in the statutes. The general meeting shall decide on the exclusion, if
except as otherwise provided in the bylaws. Law (2008:3).
4 section/entry into force: 07/01/2016
A member has the right to resign for withdrawal from the Association. Of the statutes, it may be determined that a notice of termination shall be made in writing and that the termination document must be provided with the Member's signature witnessed.
The statutes may also be determined that termination may not be made until after a certain period of time, not exceeding two years from the entry.
Time may be extended to a maximum of five years if the companies registration office admits that the Provisions of the statutes. termination may be made only after a certain period of time does not apply in the cases referred to in Chapter 7.
section 48 and 12 Cape. section 20.
A member may be excluded from the Association on such basis as set out in the statutes. The general meeting shall decide on the exclusion, unless otherwise specified in the statutes.
Law (2016:108).
§ 5/expires U: 2016-07-01/
Resignation from the Association takes place, except in the cases referred to in Chapter 7.
the third paragraph of section 15 and 12. section 20, at the end of the
fiscal year ending after one month or longer
time, a maximum of six months, which has been determined in the statutes, since
the Member has resigned to withdrawal or exclusion or
any other circumstance giving rise to termination has occurred.
A member who has been excluded from the Association immediately loses its
the right to participate in the deliberations and decisions of the Association's
Affairs. Law (2008:3).
§ 5/entry into force: 07/01/2016
Resignation from the Association takes place, except in the cases referred to in Chapter 7.
section 48 and 12 Cape. section 20, at the end of the fiscal year that ends after a month or longer, up to six months, which has been determined in the statutes, then the Member has resigned for withdrawal or exclusion or some other factor caused the attrition has occurred.
A member who has been excluded from the Association immediately lose their right to participate in the deliberations and decisions of the Association's Affairs. Law (2016:108).
6 §/expires U: 2016-07-01/
The Board shall maintain a list of members. This shall
indicate:
1. each Member's name and mailing address as well as the number of
Member actions with which he participates in the Association,
2. the total amount paid or by
bonus issues tillgodoförda Member effort according to the last
adopted balance sheet, as well as
3. the totals of Member contribution amount as of the end of the
fiscal year balance sheet relates has been refunded or not more than
shall be refunded according to Chapter 4. paragraphs 1 and 3, and if the time for
the repayments.
List of members can be comforting or lösblads
card system. It can also be kept with automatic data processing
or in any other similar way.
List of members shall be kept available at the Association
for anyone who wants to take advantage of it.
Each Member has the right to request written by
the Association for its membership and for the efforts he has
paid in or had been credited to through bonus issues.
Act (1997:914).
6 §/entry into force: 07/01/2016
The Board shall maintain a list of members. The list should have the objective to provide the Association, members and other supporting documents to assess Member conditions in society.
Member list shall include a statement of
1. each Member's name and mailing address and, where applicable, that the Member is an investing Member,
2. the date of the Member's membership of the Association,
3. the number of member contributions Member participating in the Association,
4. the total amount paid or through bonus issues tillgodoförda Member effort according to the last approved balance sheet, and
5. the totals of Member contribution amount after the end of the fiscal year to which the balance sheet relates have been repaid or repayable according to Chapter 4. paragraphs 1 and 3, and if the time for the repayments.
List of members can be reassuring lösblads or card system. It can also be conducted with automated processing or in any other similar way.
List of members shall be kept at the disposal of the Association for anyone who want to take advantage of it. If the list is kept with the automated processing, the Association give each one requesting the opportunity to take part in the Association of a current transcript or other topical preparation of the list. Law (2016:108).
section 7/entry into force: 07/01/2016
Member list shall be drawn up as soon as the Association has been formed.
When a new Member has entered the compound, the information referred to in paragraph 6, second subparagraph 1 – 3 recorded without delay in the Member list.
If a member or any other competent person reports to a relationship that is specified in the directory has been changed, the change shall be recorded without delay in the list. When a member's departure will also time of departure are recorded. Law (2016:108).
section 8/entry into force: 07/01/2016
List of members should be preserved as long as the Association is composed and for at least seven years after the Association's resolution.
If the directory is kept in plain readable form, it shall be preserved in its original form. Turns the Association to bring the list with the help of automated processing, the old list shall be kept for at least seven years thereafter.
If the list of members is conducted with automated processing, data that has been deleted from the list are retained for at least seven years. The data may be kept in plain readable form or in another form that can be read, listened to or otherwise be perceived only with a technical means.
Law (2016:108).
§ 9/entry into force: 07/01/2016
With regard to the processing of personal data in the membership directory, there are provisions in the personal data Act (1998:204). The Association is responsible for the processing of personal data by the operation of the directory.
The provisions of the Privacy Act for rectification and indemnity shall be applied mutatis mutandis to the processing of personal data in the membership directory and other processing of personal data in accordance with this Act.
Law (2016:108).
section 10/entry into force: 07/01/2016
Each Member is entitled, on request and free of charge, get a written assignment of the Association of its membership and the member contributions that he or she has paid in or had been credited to through bonus issues. Law (2016:108).
Chapter 4. Refund of member contributions
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A member who has resigned is entitled to six months after
leaving get their paid-in or through bonus issue
tillgodoförda Member effort. The amount shall not, however,
exceed what concerns him or her in relation to the
other members of the Association's equity according to the
balance sheet pertaining to the time of departure. At
the calculation of the own funds of the Association shall not be taken of
the revaluation reserve, reserve fund, equity fund,
Fund for development expenditure and publishing efforts. In a
credit market Association, payment of the stake amount, however,
be made not earlier than six months after the Member's retirement and
executed only once per quarter and after
FSA authorisation. A bet amount in a
electronic money institutions shall be paid only when the
can be made with regard to the provisions of the Act (2011:755) if
electronic money.
Those who have resigned have further right, in the same order as the
other members get what that relates to him or her by
approved distribution of profits.
Today the Association is liquidated within six months of leaving
or within the same time deciding whether to put the
the Association of business, the law for those who have resigned to
get out member contributions assessed under the foundations of policies
If the shift of the Association's assets.
A member's right under the first to third subparagraphs may be limited in
the statutes. However, this does not apply in the case referred to in 7
Cape. the third paragraph of section 15 or 12. section 20.
In the case referred to in the first subparagraph, fourth sentence, the
The financial supervision authority may authorise the payment, unless the
credit market Association's ability to fulfil its
obligations are compromised. Law (2015:815).
1 section/entry into force: 07/01/2016
A member who has resigned is entitled to six months after leaving get their paid-in or through bonus issues tillgodoförda Member effort. The amount may not exceed that which relates to him or her in relation to the other members of the Association's equity according to the balance sheet relating to the time of departure. In the calculation of the Association's equity shall not be taken of the revaluation reserve, reserve fund, the equity fund, the Fund for development expenditure and publishing efforts. In a credit union may, however, be made of the amount of payments input at the earliest six months after the Member's resignation and executed just once per quarter and after the financial supervisory authority authorisation. A bet amount in an electronic money institution shall be paid only when it can be done in the light of the provisions of the law (2011:755) on electronic money.
Those who have resigned have Furthermore the right to in the same order as the other members get what that relates to him or her by the determined distribution of profits.
Today the Association is liquidated within six months of leaving or within the same time a decision to put the club into administration, the right of those who have resigned to get out member contributions assessed under the foundations of the rules on the parcel of the Association's assets.
A member's right under the first to third subparagraphs may be limited in the statutes. However, this does not apply in the cases referred to in Chapter 7. section 48 or 12 Cape. section 20.
In the case referred to in the first subparagraph, fourth sentence, the financial supervision authority may authorise the payment, unless the credit market Association's ability to meet its obligations. Law (2016:108).
section 2 If the Association declares bankruptcy on an application made within a
years from a member's departure, he is obliged to pay back what he has
gotten out of their member operations to the extent necessary to the Association's
debts are to be paid.
§ 3 A member, participating in association with higher stake amount
than he is obliged to participate, have the right to termination
get out excess apart from through bonus issue
tillgodoförda efforts without resigning from the Association. With regard to the
termination and Member's right to get it dismissed
amount and his obligation to pay back what he has
a ut shall apply paragraphs 1 and 2, as well as Chapter 3. paragraph 4, first subparagraph.
Six according to § 1 shall be counted from the end
of the financial year which have been made since the dismissal ends
After a month or longer, up to six months,
determined in the statutes. For credit unions
However, six shall be counted from the termination.
Act (2004:305).
4 section/entry into force: 07/01/2016
If the general meeting has decided on the reduction of the Member the amount, section 3, shall also apply when a refund of the portion of the previously paid member bet that the Member is no longer obliged to participate with. When a refund of this kind is not necessary any termination.
In Chapter 7. section 51 is specified when a decision on reduction of the amount the Member action may be executed at the earliest.
Law (2016:108).
§ 5/entry into force: 07/01/2016
Amount to a member upon termination of the Association do not get back by its Member action under paragraph 1 shall be allocated to the reserve fund. Law (2016:108).
6 §/entry into force: 07/01/2016
If a refund referred to in paragraph 1, 3 or 4 has been made in contravention of the provisions of such payment in this chapter or Chapter 7. § 51, the funding recipient what he or she has received.
On the value of the property to be refunded to the recipient to pay interest in accordance with paragraph 5 of the interest Act (1975:635) from the repayment was made until the interest shall be paid in accordance with paragraph 6 of the interest act because of section 3 or 4 of the Act.
Law (2016:108).
section 7/entry into force: 07/01/2016
If there is any deficiency at the refund referred to in paragraph 6, are the people who have contributed to the Association's decision to refund people responsible for this. The same applies to those who have contributed to the implementation of the decision or to the establishment or the establishment of a false balance sheet, which has been the basis for the decision on repayment.
For liability under the first subparagraph, it is assumed, in the case of members of the Board of Directors, Executive Director, auditor and the special examiner, intent or negligence and, in the case of members and others, intent or gross negligence.
For the purposes of applying the first and second paragraphs applies to chapter 13.
4 section. Law (2016:108).
Chapter 5. Subordinated debentures
1 §/expires U: 2016-07-01/
An economic association, the statutes may provide that,
In addition to the provisions of Chapter 2. 2 paragraph 4, capital
may be supplemented by specific actions (subordinated debentures) and
that such efforts must be supplemented by other than members.
Subordinated debentures from other than members, could be engaged with
not more than such a large amount to the sum of such efforts after
the contribution does not exceed the sum of the other then paid-in and
through bonus issues tillgodoförda efforts than subordinated debentures.
Act (1997:914).
1 section/entry into force: 07/01/2016
An economic association, the statutes may provide that, except as permitted by Chapter 2. 2 section 4, funds may be supplemented by specific actions (subordinated debentures) and that such efforts must be supplemented by other than members. Law (2016:108).
section 2 of the by-laws may be brought in regulations concerning limitations on who
has the right to inject subordinated debentures and by transfer to acquire the
rights attaching to the debentures (subordinated interests). For
the efforts already made may not be imposed more stringent restrictions than what is
When the bet was made.
Acquisition of subordinated shares in breach of the provisions referred to in the first subparagraph
is invalid.
§ 3 If the Association is dissolved and the at dissolution are surplus, the
holders of subordinated shares the right to the surplus is enough to get
debentures redeemed with the amount corresponding to the size, before
payment is made for other purposes. There are several subordinated debentures and predicts
not the excess payment in full of all, the surplus is allocated
on the stakes in proportion to their size.
4 §/expires U: 2016-03-01/
For each publishing operation, the Association shall issue a
publishing certificates. The proof should be given, to the
holder or to some man or orders and shall contain
indication of
1. the Association's name;
2. number or other designation for the proof,
3. the size,
4. the entitlement to dividends as input,
5. the way in which the dividend is paid and redemptions occur,
6. the detailed rules referred to in paragraph 2 of the first subparagraph, and
7. an objection pursuant to article 2 of the second paragraph.
The publishing share certificate shall be signed by the Association.
Signature of Board members or business drawer may
reproduced by printing or similar process. The provision in the
Chapter 1. section 7 does not apply.
Of the statutes, it may be determined that the Association may register
subordinated units with a central securities depository according to
Act (1998:1479) on the accounting of financial instruments in
rather than issuing a debenture certificates. However, this does
not subordinated shares for what regards the acquisition restrictions
pursuant to article 2 of the first paragraph, first sentence.
Of Chapter 4. paragraph 5 of the law on the accounting of financial instruments
follows that the debenture certificates may not be issued for
subordinated shares that are registered under the Act.
A decision which means that a debenture share should not be
registered in a central securities depository will be valid
only if the person has a lien in the publishing share of writing has
consented to the decision. Law (2008:83).
4 section/entry into force: 03/01/2016
For each publishing operation should the association issuing a debenture certificates. The certificate shall be given to the holder or to some man or order and include 1. the Association's business, 2. number or other designation for the proof, 3. the size, 4. the entitlement to dividends as input, 5. the way in which the dividend is paid and redemptions occur, 6. rules referred to in paragraph 2 of the first paragraph, as well as 7. objection pursuant to article 2 of the second paragraph.
The publishing share certificate shall be signed by the Association.
Signature of Board members or business drawer may be reproduced by printing or similar process. The provision in Chapter 1. section 7 does not apply.
Of the statutes, it may be determined that the Association may register publishing shares in a Swedish central securities depository under the law (1998:1479) on CSDs and the accounting of financial instruments instead of issuing a debenture certificates. However, this does not apply to the publishing units for what regards the acquisition restrictions pursuant to article 2 of the first paragraph, first sentence.
Of Chapter 4. section 5 of the Securities and the accounting of financial instruments follows that debenture certificates may not be issued for subordinated shares that are registered under the Act.
A decision which means that a debenture share should not be registered in a central securities depository will be valid only if the person has a lien in the publishing share of writing has agreed to the decision. Law (2016:47).
§ 5 in the case of debenture certificates apply, unless otherwise provided for by this law,
mutatis mutandis, the provisions of the law (1936:81) if debt securities.
In that regard, it assimilates the evidence referred to some man of simple debentures
and evidence to the holder or to a certain man, or order of current
debt securities. The holder of a debenture certificates addressed to specific parties
or order which, according to the Association's endorsement on the certificate is the owner of the
debenture rate is equal to that provided for in paragraph 13 of the same
law is supposed to be able to make debt. Endorsement of certificate
shall be made only if the holder confirming his purchase of the debenture share
that evidence relates.
6 §/expires U: 2016-07-01/
The Board shall maintain a list of all of the subordinated debentures. This
can be reassuring lösblads or card system or be
automatic data processing or by any other similar means. The list shall
indicate the size of each publishing operation, on the date of
each bet and if the entitlement to dividends as input.
The list shall be made available to anyone who wants to take advantage of
it.
6 §/entry into force: 07/01/2016
The Board shall maintain a list of all of the subordinated debentures. The list should have the objective to provide the Association, members and other information about the publishing operations that are in the compound.
List of subordinated debentures shall indicate 1. the size of each bet, 2. the time of each operation, and 3. the entitlement to dividends as input.
In the case of list of subordinated debentures applies in general the following provisions of Chapter 3.:
– paragraph 6, third paragraph of the form,
– paragraph 6, fourth paragraph, of the public sphere,
– section 8 if the filing of the list, and section 9 of the data protection responsibilities, etc.
Law (2016:108).
section 7 the holder of the debenture has a right to have
the publishing operation redeemed not earlier than after five years of contribution,
If he says in writing up the amount of at least two years in advance.
The Association may redeem a publishing initiative at the earliest after five years
from the contribution, if the Association in writing cancel the amount
at least six months in advance.
The statutes can be determined that there may be subordinated debentures
to be redeemed at any given time without prior
termination, but no earlier than after five years of contributions. A
such a provision may not concern already contributed
subordinated debentures. Law (2007:870).
section 8/expires U: 2016-03-01/
Redemption under section 7 is done to the amount that is
the size according to the publishing share certificate or, for
subordinated shares that are registered in a central
securities depository under the law (1998:1479)
of financial instruments, the size according to the
the registration. The amount should not exceed that of the
the Association's equity according to the last set
balance sheet, without resorting to the revaluation reserve,
the reserve fund, the equity fund or funds for the
development expenses, refer to share in relation to other
subordinated debentures.
If the Association is declared bankrupt on an application made within
a year after the redemption, as provided in Chapter 4. 2 § about
refunds apply to the publishing operation. This
does not apply to the publishing operations have been able to be redeemed without
previous termination. Law (2015:815).
section 8/entry into force: 03/01/2016
Redemption under section 7 is done to the amount representing the size according to the publishing share certificate or, in the case of subordinated shares that have been registered with the Swedish central securities depository under the law (1998:1479) on CSDs and the accounting of financial instruments, the size according to the registration. The amount should not exceed that of the Association's equity according to the last approved balance sheet, without resorting to the revaluation reserve, reserve fund, equity fund or Fund for development expenditure, refer to share in relation to other subordinated debentures.
If the Association is declared bankrupt on an application made within one year of the redemption, as provided in Chapter 4. section 2 of the refund is applied in the case of the publishing operation. This does not, however, subordinated debentures which were able to be redeemed at any time without prior notice. Law (2016:47).
§ 9/entry into force: 07/01/2016
Amount of subordinated shares may not be issued on exercise of a publishing effort will be allocated to the reserve fund. Law (2016:108).
section 10/entry into force: 07/01/2016
The provisions concerning the refund obligation and lack coverage responsibilities in Chapter 4. sections 6 and 7 apply also in case of redemption of subordinated debentures, if redemption has taken place in contravention of the provisions of this chapter. Law (2016:108).
Chapter 6. The Association's leadership
1 §/expires U: 2016-07-01/
A cooperative shall have a Board of Directors with at least three
members.
The Board is elected by the general meeting, if not provided for in
the statutes that one or more members of the Board shall be appointed on the
otherwise.
A member's mandate is valid for the period specified in
the statutes. Mission period may not exceed four
financial year and shall be determined so that the mission will expire at
the end of the annual general meeting at which the Board election
to be corrected.
The provisions of this law if directors shall apply mutatis
parts include alternates.
Provisions concerning workers ' representatives exist in law
(1987:1245) on board representation for private employees
and in law (2008:9) on workers ' participation in the
cross-border mergers. Law (2008:15).
1 section/entry into force: 07/01/2016
A cooperative shall have a Board of Directors with at least three members.
The Board is elected by the general meeting, if it has not been determined in the Statute to one or more members of the Board shall be appointed in any other way. The Board of directors or a Board member must not be given the right to appoint Board members.
A member's mandate is valid for the period specified in the statutes. The mission may not include more than four fiscal years, and shall be determined so that the Mission expires at the end of the ordinary general meeting where the Board elections are held.
The provisions of this law if directors shall apply mutatis mutandis to deputies.
Provisions on employees ' representatives Act (1987:1245) on board representation for private employees and in law (2008:9) if the worker involvement in cross-border mergers. Law (2016:108).
section 2 of a mission as member of the Board expires prematurely, if
the Member or the who has appointed him notification of the request.
resignation must be made in the Board and, if a member who is not
selected on general meeting would resign, even of those who have
added him.
If a member's mandate is terminated prematurely or obstacles
According to paragraph 4 arises for him to be member of the Board of Directors and the
There is no substitute that can arise in his place, shall
other Board members take action to a new
a Board member is appointed for the remaining term of Office.
Such actions need not be taken, if the former
the honourable Member was an employee representative as referred to in the law
(1987:1245) on board representation for private employees
or in law (2008:9) on workers ' participation in the
cross-border mergers. Should the Member be selected on
General meeting, may notwithstanding paragraph 1(1) the elections
deferred to the next annual general meeting at which the Board election
to be notified, if the Board is a quorum with remaining members
and deputies.
If a member of the Board of Directors which, according to the statutes shall be filled in
different order than by election of the general meeting does not have
appointed, it shall appoint a replacement at the request of a
Board Member, Member, creditor or someone else whose right
may be dependent on there being someone who can represent the
the Association. Law (2008:15).
3 §/expires U: 2016-07-01/
The Board shall appoint an Executive Director, if the number of
employees of the Association in each of the last two
financial years on average has exceeded 200. If a
the Executive Director has been appointed, he or she will remain
in the position, even if the number of employees would come to go
down to 200 or a lower number. The rules can
the Board also in other cases shall designate a
Executive Director.
The provisions of this law, if the Chief Executive should in
apply even a substitute for him, or
her (Executive vice President).
If there are special reasons, the Swedish companies registration office in a single
case may decide to derogate from the requirement referred to in the first subparagraph first
the sentence. Law (2014:541).
3 section/entry into force: 07/01/2016
The Board may appoint an Executive Director to carry out the tasks set out in paragraph 6.
The provisions of this law, if the Chief Executive should apply mutatis mutandis to a substitute for him or her (Executive vice President). Law (2016:108).
4 §/expires U: 2016-07-01/
Executive Director and at least half of the
the Board members shall be resident within the European
economic area. If there are special reasons,
The Swedish companies registration office in an individual case may decide to derogate from
the residence requirement. The person is a minor or bankrupt, or
have managers under Chapter 11. 7 § parental code must not
be a Director or Executive Director. To
the same applies to whoever has the disqualification follows section 11
Act (2014:836) on disqualification.
The directors shall be members of the Association, unless the
statutes in specific cases allows otherwise. The who
According to the law, the representative of a member or, if a
legal person is a member, who is a member of the Board of Directors
of the legal entity or partner in this may, however,
be a Director without being a member of the Association, even
If the Constitution has no provision on it.
The provisions of the second subparagraph shall not apply to
workers ' representatives appointed under the Act
(1987:1245) on board representation for private employees
or Act (2008:9) on workers ' participation in the
cross-border mergers.
A legal person may not be a Board member.
Law (2014:840).
4 section/entry into force: 07/01/2016
The Executive Director and at least half of the directors must be resident in the European economic area. If there are special reasons, the Swedish companies registration office in a particular case, decide on the exemption from the residency requirement. The who is a minor or is bankrupt or trustee under Chapter 11. 7 § parental code may not be a Director or Executive Director. The same applies to whoever has the disqualification flowing from section 11 of the Act (2014:836) on disqualification.
The directors shall be members of the Association, unless the statutes allows otherwise. The one who is standing in for a member or, if a legal person is a member, who is a member of the Board of the legal person or partner in this, however, may be a Director without being a member of the Association, even though the Constitution has no provision for it.
The second paragraph does not apply to employees ' representatives who have been appointed under the Act (1987:1245) on board representation for private employees or teams (2008:9) if the worker involvement in cross-border mergers.
A legal person may not be a Board member.
Law (2016:108).
4 a of the one who has been an auditor of an economic association, whose
securities are admitted to trading on a
regulated market, may not be a Board Member,
the Chief Executive Officer or other senior executives
of the Association, unless at least two years have elapsed since he
or she left the audit engagement.
The first paragraph also applies to anyone who has been the principal
for audit under section 17 of the Auditors Act (2001:883).
Law (2009:566).
§ 5 the Board members and the Managing Director, the when
on taking up their duties for insertion in the register of shareholders express their
holdings of shares in limited companies in the same group as
the Association, if it has not happened before that. Changes in the
the shares shall be notified within one month.
The first subparagraph shall not apply, if the notification obligation
under the Act (2000:1087) concerning the obligation for certain
holdings of financial instruments. Act (2000:1092).
6 §/expires U: 2016-07-01/
The Board is responsible for the Association's organization and management of
the Association's Affairs. The Executive Director shall be in charge of the
day-to-day administration in accordance with the guidelines and instructions issued by the Board
Announces. The Executive Director may also, without the Board's
authorization to take such measures with respect to the scope and
the nature of the Association's activities are of an unusual nature or large
meaning, if the Board's decision cannot wait without substantial
inconvenience to the Association's activities. In such cases the Board so
soon as possible are informed about the measures.
The Board shall ensure that the Organization regarding the accounting and
financial management includes a satisfactory control.
The Executive Director shall provide to the Association's accounting
carried out in accordance with the law and that financial management is managed
in a reliable manner.
6 §/entry into force: 07/01/2016
The Board is responsible for the Association's organization and management of the Affairs of the Association.
The Board shall continuously assess the associations and, if the Association is the parent compound of a group, the Group's financial situation.
The Board shall ensure that the Association's organisation is structured so that accounts, financial management and the Association's financial circumstances otherwise checked in a reliable manner.
If certain tasks are delegated to one or more of the Board members or to others, the Steering Board shall act with care and continuous control if delegation can be maintained. Law (2016:108).
6 a section/entry into force: 07/01/2016
The Executive Director shall manage the day-to-day management under the Board's guidelines and instructions.
The Executive Director may also, without the Board's authorization to take measures with regard to the scope and nature of the Association's activities are of an unusual nature or of great significance, if the Board's decision cannot wait without significant inconvenience to the Association's activities. In such cases, the Board shall, as soon as possible, be notified of the action.
The Executive Director shall take the necessary measures to ensure that the Association's accounting records is to be performed in compliance with the law and that financial management will be dealt with in a satisfactory manner. Law (2016:108).
paragraph 7 of an economic association, whose securities are
admitted to trading on a regulated market, the Board of Directors shall have
an Audit Committee. The members of the Committee shall not be
employees of the Association. At least one Member must be independent
and have expertise in accounting or auditing.
The Association may decide that the Board should not have any
the Audit Committee, provided that the Board of Directors
1. to fulfil the tasks set out in paragraph 7 (a), and
2. complies with the requirements referred to in the first subparagraph, third
the sentence. Law (2009:566).
7 a of the Audit Committee shall, without prejudice to
the Board's responsibilities and tasks in General,
1. monitor the Association's financial reporting;
2. with respect to the financial reporting monitor
the effectiveness of the Association's internal control, internal audit
and risk management,
3. stay informed about the audit of the annual accounts and
the consolidated financial statements,
4. review and monitor the auditor's impartiality and
independence and paying particular attention to whether the auditor
the Association provides services other than
audit services, and
5. assist in the preparation of proposals to the general meeting
decision on Auditors. Law (2009:566).
section 8 Within the Board of Directors shall be chaired by one of the members. The Board of Directors shall
Choose President, unless otherwise provided in the bylaws or determined
of the general meeting. In the event of a tie, the election is decided by drawing lots. Works-
Executive Director should not be President.
The Chairman shall ensure that meetings are held when necessary. On request
of a Board member or the Managing Director, the Governing Board shall
be convened. Executive Director, although he is not
Member of the Board of Directors, the right to attend and be heard at Board meetings,
unless the Board decides otherwise in a particular case.
At Board meetings shall be kept which are signed or
adjusted by the Chairman and the Board to it.
The Board members and the Managing Director has a right to be different
opinion recorded in the minutes. Minutes shall be kept in numerical sequence and
keep in a reliable manner.
§ 9 the Board of Directors is quorate if more than half of the entire number of
members of the Board or the higher number laid down in the statutes is
at present. Decision in a case, however, should not be taken, if not as
possible, all Board members have had the opportunity to participate in the
treatment and received satisfactory basis for deciding the case.
If a Board member is unable to come and there is a substitute who shall
stand in his place, the alternate shall be given an opportunity to the alternate
for the employee, who has been appointed under the Act (1987:1245) if
Board representation for private employees, shall, however, always get
basis and be given the opportunity to participate in the consideration of matters in the same way
as a member of the Board of Directors.
Unless the bylaws provide for a special majority vote, as
the Board's decision the sense for which more than half of those present
vote or, in the event of a tie, as Chairman. Is
the Board does not complete, will those who vote for the decision, however, constitute
more than a third of the whole number of members of the Board, unless otherwise
provided for in the statutes.
Documents under this Act shall be signed by the Board of Directors shall
be signed by at least half of the total number of Board members.
Law (1987:1247).
section 10/expires U: 2016-07-01/
A Board member or the Managing Director must not deal with
questions about the contract between him and the Club. He also may not
deal with the issues of contract between society and third parties, if he in
the question has a substantial interest that may be contrary to the Association.
With contracts or other comparable trial proceedings.
section 10/entry into force: 07/01/2016
A Director must not deal with a question of
1. the agreement between him or her and the Association,
2. agreement between the Association and the third party, if the Board has a substantial interest in the matter which may conflict with the Association's, or
3. agreement between the Association and a legal entity as the Board Member alone or with someone else may represent.
The first subparagraph of paragraph 3 shall not apply if the Association's counterpart is a company in the same group or group of similar kind.
With the agreements referred to in the first subparagraph are classed in trial or other legal proceedings.
It is stated in the first paragraph if a Board member is also applicable to the Executive Director. Law (2016:108).
section 11 of the Board represents the Association and draw its firm.
The Board of Directors may authorize a member of the Board of Directors,
the Executive Director or any other to represent
the Association and take out its corporate name, if not a ban on
such authorisation has been included in the Statute. At least one of the
those who are authorized to represent the Association and draw its
firm shall be resident in the European economic
area. If there are special reasons,
The Swedish companies registration office in an individual case may decide to derogate from
the residence requirement. Moreover, in the case of those who are not
Member of the Board of directors or the Managing Director, it is said in 4
and 10 paragraphs about the President. The Board of Directors may provide
the right to represent the Association and take out its corporate name,
be exercised only by two or more persons jointly; No
other restriction may be registered.
The Board may at any time revoke an authorization
referred to in the second subparagraph.
If the Association does not have an authorized representative who is
resident in Sweden, the Board may authorize a resident in Sweden
person to accept service on behalf of the Association. A
such authorization shall not be granted to anyone who is
a minor or who have managers under Chapter 11. 7 §
parental code. Law (2014:541).
12 §/expires U: 2016-07-01/
The President always has the right to represent the Association and
take out its firm as regards such measures as referred to in paragraph 6 is for
him.
12 §/entry into force: 07/01/2016
The Executive Director may always represent the Association and take out its firm when it comes to data
He or she will manage in accordance with section 6. Law (2016:108).
section 13/expires U: 2016-07-01/
The Board of directors or other legal representative of the Association may not undertake a
legal action or other action that is likely to make an unfair advantage
to a member, or anyone else, to the detriment of the society or other Member.
A Deputy may not follow such rules of the general meeting
or other Union body which is not applicable because the conflict
with this Act or the regulations.
section 13/entry into force: 07/01/2016
The Board of directors or any other representative of the Association may not undertake a legal action or any other action that is likely to give an unfair advantage to the Member or any other detrimental to the Association or any other Member.
A representative of the Association may not comply with an instruction of the general meeting or other Union bodies, if the instruction is not valid because it violates this law, applicable law if the annual report or the statutes. Law (2016:108).
section 14/expires U: 2016-07-01/
Have a Deputy, exceeded its powers when he undertook a
Act of Association, does not apply to legal action against the Association,
If the Act is done against the knew or should have known that
the authority was exceeded. The same applies, if the Executive Director then
He undertook an act exceeded the authority to take action on
on behalf of the Association to which they are entitled under section 6.
section 14/entry into force: 07/01/2016
If the Board of directors or a particular signatory has undertaken an act for the Association and then have acted in contravention of the provisions of this law on the voluntary agencies ' competence, the Act is not against the Association.
Same is the case if an Executive Director as an act done exceeded his jurisdiction under section 6 (a) and the Association show that the defendant knew or should have known behörighetsöverskridandet.
The Act also does not apply to the Association on the Management Board, the Executive Director or a particular signatory has exceeded its authority and the Association show that the defendant knew or should have known befogenhetsöverskridandet. However, this does not apply if the Board or the Executive Director has contravened a provision of the objects of the Association's activities or other provisions in the Statute, or by a different Union bodies. Law (2016:108).
section 15 of the registration shall notify the Association who has been appointed
to the Board of Directors, Executive Director, Deputy and
signatories and who under section 11 has been authorized to at
on behalf of the Association to receive the service as well as their postal address and
social security number or, if there is none, the date of birth. If a
Member or alternate member appointed under the Act (1987:1245) if
Board representation for private employees or law
(2008:9) if the worker involvement in cross-border
mergers, this must be specified. For registration, the Association also
reporting of what and how the Association's firm is signed.
Notification the first time when the Association pursuant to Chapter 2. paragraph 3 of the
is reported for registration and then immediately after
change has occurred in a relationship that has been notified, or
to be notified of registration referred to in the first subparagraph. The right to
make the notification, there is also the notification applies.
If the address changes, the Association shall immediately notify
it for registration. Law (2008:15).
Chapter 7. /Kapitlet expire U:2016-07-01 by law (2016:108)./
The general meeting
section 1 of the Union members ' rights to decide on the Association's Affairs
exercised at the general meeting.
Each Member has one vote, unless otherwise specified in the statutes.
Of section 12 States that the general meeting powers can fully or partially
shall be specifically selected councils.
section 2 A member right at the general meeting shall be exercised by the member personally
or the Member's representative under the law or by proxy
in writing, a dated proxy.
Only the Member's spouse or common-law spouse or other Member shall be representative,
unless otherwise specified in the statutes. Member is a legal entity, the latter may
be represented by an agent who is not a member, unless otherwise specified in the statutes.
No one gets that agents represent more than one Member, unless otherwise specified in the
the statutes. The power of Attorney is for a maximum of one year from the date of issuance.
A member may at the general meeting give rise to no more than one counsel. Only
the Member's spouse or common-law spouse or other Member may be assisted, if
unless otherwise specified in the statutes.
paragraph 3, A member shall not himself or by proxy voting in the case of
1. actions against him,
2. his exemption from liability or other obligation
against the Association, or
3. actions or exemptions referred to in 1 or 2 with regard to the other, if
the Member in question has a substantial interest that may be contrary to the
the Association's.
The provisions of the first subparagraph if the Member also applies to agents of a member.
section 4 of the Ordinary General meeting shall be held within six months of the end
of each financial year. At such general meeting, the Management Board shall present the
annual report and the Auditors ' report and, in the parent compound,
the consolidated financial statements and the Auditors ' report.
At the general meeting shall be decided
1. on adoption of the income statement and balance sheet and, in
the parent Association, consolidated income statement and consolidated balance sheet,
2. If the appropriation of the profit or loss in accordance with the
adopted balance sheet,
3. discharge of the Board of Directors and the Managing Director,
as well as the
4. other matters addressed by the meeting in accordance with this Act, or
the statutes.
Decision on a matter referred to in the second subparagraph 1-3 shall be postponed until the
a further meeting, if the majority or a minority consisting of at least one
tenth of all eligible voters request it. Such meetings shall be held
at least one and not more than two months thereafter. Any additional suspension is not
allowed.
§ 5 Extra General meeting shall be held when the Board considers that there are grounds for it.
Such meetings shall also be held when, for the purposes stated in writing
requested by a public accountant or by at least one-tenth of all persons entitled to vote
or the smaller number that can be determined in the statutes. The notice shall
be issued within 14 days from the date of such a request came in for
the Association.
section 6, A member has the right to have a matter considered at a general meeting,
If he so requests in the order and within the time limit as may be determined in
the statutes. Lacks the statutes such provisions, the Member in writing
submit their request to the Board well in advance so that the matter can be taken up
in the notice of the meeting. Anyone who has been excluded from the Association has no right
to raise matters at the meeting even though he has not yet resigned from the
the Association.
section 7 of the Board of directors convenes annual general meeting.
If a general meeting to be held under this Act,
the statutes or a decision of the meeting is not convened at the
the prescribed manner, to the companies registration office immediately after application, call
to the general meeting in accordance with section 8. If the summons cannot be
be made in the manner provided in section 8, the Swedish companies registration office call to
General meeting in any other appropriate manner. An application may
be made by a member of the Board of Directors, the Executive Director, a
an auditor or a person entitled to vote. The Association shall pay the
the costs of the summons. Team (2013:736).
section 8 notice to attend a general meeting shall be issued no earlier than four weeks before the
the annual general meeting. The summons shall be issued not later than two weeks prior to regular and
week prior to the extraordinary general meeting, unless the statutes provide for a longer time. If a
General meeting is postponed to a date that is later than four weeks after the
that the meeting has begun, the summons issued to the continued meeting.
If, under this Act or the by-laws required that one
Union general meeting decisions shall be valid that it is taken on the two meetings,
notice of the latter meeting is not issued before the first general meeting has
been held. In such notice shall indicate the decision of the first meeting
has taken.
Notice of meeting shall be made in accordance with the statutes. Written notice shall be
be sent to each Member whose mailing address is known for the Association, if
1. the annual general meeting shall be held at a different time than prescribed
in the Statute, or
2. the general meeting shall deal with the question of
a) such amendment of the statutes referred to in the first or second subparagraph,
(b)) the Association's Declaration of liquidation,
c) Association's rising in another compound by merger.
The notice shall clearly set out the matters that shall be present at the meeting. If
the meeting will deal with a case if the Association's rising in another compound
by merger or a case if the Association's Declaration of liquidation,
the basis for this proposal and stated in the notice. If a case concerns the amendment
by statute, the main contents of the proposal for amendment
specified in the notice. A complete draft Charter amendment shall, after
the fact that notice has been issued shall be kept available for the members of for-
prising and immediately be sent to members who request them and provide their
postal address.
For at least a week before the general meeting referred to in paragraph 4 shall accounting manual
documents and the Auditors ' report or transcripts thereof shall be made available
for members and holders of subordinated shares in the Club and immediately
be sent to the members and holders of a debenture share who request it.
section 9 of the provisions of this Act or the bylaws regarding notice of-
eningsstämma or the provision of documents have been infringed in a case,
may general meeting does not decide the matter without the consent of all members concerned
of the error. The meeting may, however, even without such consent determine an action that does not
raised in the notice, if the case according to the statutes shall appear on the
meeting or immediately prompted by another case to be decided. The
may also decide that the extraordinary general meeting shall be convened for the treatment
of the case.
section 10 of the general meeting will be opened by the Chairman of the Board or by the
the Board has appointed. Chairman of the general meeting shall be appointed by the general meeting. In
the Statute, however, can be determined, who will open the general meeting and be
the Chairman of the meeting.
The Chairman of the meeting shall, if necessary, draw up a list of once-
being members, agents and advisors (electoral roll). Indication of members '
the right to vote shall be submitted on the electoral register, if there are different voting rights among
members. Since the electoral register is approved by the shareholders ' meeting, it shall apply
until the General Meeting resolves to amend. The meeting is postponed to a later
today than the next workday, a new electoral register be established if necessary.
The Chairman shall ensure that the minutes of the meeting. In question
If the Protocol's content comes
1. electoral roll shall be included in or annexed to the Protocol;
2. the decision of the general meeting shall be recorded in the minutes, as well as
3. If the voting has taken place, the result shall be stated in the Protocol.
The minutes shall be signed by the Chairman and at least one adjuster to approve the minutes as
be appointed by the general meeting. Three weeks after the meeting, the adjusted proto-
party to be kept available at the Association for members and holders of
subordinated shares. The minutes shall be kept in satisfactory manner.
section 11 of the Board and the Executive Director, if any member so requests
and the Board finds that it can be done without significant expense of the Association,
at the general meeting provide information about circumstances that may affect the
the assessment of the Association's annual report and its position in general or
a case of the meeting. Included in the same group, relating to information
the obligation also society's relationship to other group companies, as well as, if
the Association is the parent compound, consolidated financial statements, as well as such conditions
that may affect the assessment of the status of subsidiaries.
Can a requested disclosure solely on the basis of information that is not
available at the meeting, the enlightenment within two weeks thereafter held
writing available at Association for members and transmitted to the
each Member who has requested information.
The Board finds that the requested information can not be provided to the members
without material detriment of the Association, the enlightenment instead of
the Member's request be submitted to the Association's accountants within two weeks
thereafter. The Auditors shall, within one month after the meeting to the Board of Directors
in writing an opinion on whether the requested information has been provided
to them, and whether the enlightenment in their opinion should have
led to the change in the auditor's report or, in the case of the parent compound,
in the Auditors ' report, as well as whether the enlightenment in General give
reason for objection. If this is the case, the amendment or recollection
set out in the opinion. The Board shall keep the Auditors ' opinion available
of Association for members and transmit the opinion of the transcript to
each Member who has requested information.
section 12 of the Constitution, it must be determined that the general meeting
powers shall be exercised in whole or in part by specially selected
Councillor.
An agent may not be elected for more than three years. To
an agent may be appointed only members of the Association or any
that without being a member pursuant to Chapter 6. 4 § second paragraph still
can be elected to the Board of Directors.
A Council meeting shall be considered as a general meeting. In question
If the agent applies the provisions in sections 1-11 of
Union Member. However, a delegate cannot vote by proxy.
Regarding the decision of the Council of the substances referred to in section 15 or in
12 Cape. section 20 of the members be informed as
the statutes so provide.
Although the Council has been appointed, the Union members have such
the right referred to in paragraph 6, paragraph 8 and paragraph 10 of the fourth
the second sentence. Law (2008:3).
paragraph 13 of the decision of the general meeting consists of the sentence that has a more than
half of the votes cast, or, in the event of a tie, the meaning
Chairman. When selecting the chosen who have been most
the votes. In the event of a tie, the election is decided by drawing lots, if not otherwise
be decided by the general meeting before the elections are held.
The first subparagraph shall not apply, unless otherwise provided by this Act or prescribed by the
the statutes. As regards the decisions referred to in paragraphs 14 and 15, however, the statutes
only provide conditions which go further than specified in these paragraphs.
paragraph 14 of the decision to change the statutes is to be taken by the general meeting.
The decision is valid, if all of the persons entitled to vote in the Association
have United themselves. The decision is also valid, if it has
taken at two consecutive meetings, and on the later
the meeting request has been supported by at least two-thirds of those voting, or
the larger majority required under section 15.
Statutes have been included additional conditions for modification of the
statutes, the condition.
According to a provision in the statutes, a particular provision does not
may be amended without the Government's permission, nor may such
rule change without government authorization, stipulation
have been included in the Statute on grounds of law or
Constitution or after the Government's consent.
A decision on amendments to the statutes shall immediately be notified to the
registration. The decision may not be executed until
registration has taken place.
Decisions involving the reduction of the Member the amount
or other relief from the members ' effort obligation under
the statutes shall not be enforced until one year has elapsed
After the registration.
A decision to impose or modify such provision to the
the statutes referred to in Chapter 2. section 2 of the third paragraph shall take effect at
the beginning of the fiscal year that begins after the decision.
Has the decision at that time not recorded, shall be
Amendment of the statutes lack effect.
The Management Board shall, by the first ordinary general meeting
After the decision had the effect put forward proposals on
the necessary consequential amendments of the statutes relating to the operation of
which each Member must participate in the Association. Act (2000:33).
section 15 a decision on such an amendment of the statutes under which a Member
obligation to pay contributions or contributions to society be increased or
to restrict his right to annual profits are valid, if the decision on the latter
meeting in accordance with section 14 has been advised by at least three fourths of those voting.
A decision on the amendment of the statutes under which a member is entitled
to the Association's assets retained by its resolution restricts is
valid if the decision on the later meeting in accordance with section 14 has been advised of the
all voters. The same applies, if the change involves the restriction of the
a member entitled to recover contribution pursuant to Chapter 4. 1 or 3 § or
a member of the Association is complicated and the amendment shall apply
even those who were members of the Association when the issue was decided.
A decision amending the statutes in the case referred to in the first and
second subparagraphs shall not apply to a member who has not consented
to change and who says up to exit from the compound within a
month of the final decision was made or, if the decision was made
from the Council, from the time the Member was informed of the decision. In a
in such a case, the Member, regardless of what the Constitution prescribes, withdraw from
Association at the expiry of a fiscal year that is second only to a
month after termination. At the exit to the right of the Member according to the
Chapter 4. Article 1, first and second subparagraphs, there is an outgoing member.
section 16 of the general meeting must not take decisions that are intended to prepare
unfair advantage to a member, or anyone else, to the detriment of the
Association or other Member.
section 17, If a decision of the general meeting have not come to the
properly or is otherwise contrary to this Act or to the
the statutes, the Association may appeal against that decision,
be repealed or amended by unionists, holders
of subordinated shares, the Board of Directors, Board members or
Executive Director.
The action must be brought within three months from the date of the decision.
No action is brought within that period, the right of action is lost.
The action may be instituted later than what is said in the second paragraph, when
1. the decision is such that it cannot legally be taken even with
all members ' consent,
2. consent to the decision required of all or some of the members
and such consent has not been given, or
3. notice of the meeting has not happened or the provisions
If the notice applicable to the society has neglected in any
material respect.
If the general meeting decisions are repealed or amended by judgment,
the judgment applies even for those members and holders of
subordinated shares that have not brought the action. Law may change
the general meeting decisions only if it can be determined which
content decision rightfully should have had. Is
the general meeting decisions such as under this law shall
be notified of registration, it shall inform the
the Registrar for the registration, if the decision has
repealed or modified by a judgment which has the force of res judicata
or by decision of the trial court has decreed that
decisions of the general meeting must not be enforced.
In the case of a decision to approve a merger plan relating to an
cross-border merger, in addition to what is being said in other
paragraph, that the action may not be instituted after the companies Registration Office
or the ordinary courts by means of a decision which has become final
has provided consent to the execution of the merger plan under
12 Cape. 15 or 16. The third subparagraph shall not apply in
question about such a merger. Law (2008:3).
section 18 Of the Board of Directors would take legal action against the Association, the Management Board shall
convening a general meeting for the election of deputies to bring
the Association's actions in the dispute. Subpoena served on the elected
representative.
A clause in the Constitution to settle disputes between the Association and the Board of Directors,
Member of the Board, Chief Executive Officer, liquidator, Union Member,
holders of a debenture share or person entitled to vote who is not a member shall
referred to the arbitrators have the same effect as an arbitration agreement. If the Board of Directors
requesting arbitration against the Association, the first subparagraph shall apply. Is it
question about a civil protest by the Board against the decision of the general meeting, the right
the action is not lost according to section 17, if the Board of Directors in the
klandertid listed there have called for a general meeting in accordance with the first
paragraph.
Chapter 7. /Kapitlet entry into force: 07/01/2016
General meeting
Exercise of the right of members of the Association
Article 1, unionists are exercising their right to decide the Affairs of the Association at the general meeting.
In the Association's bylaws, it shall be determined that members ' discretion in all or certain matters should be exercised by specially appointed representatives (councilors).
Provisions on the Council, see paragraphs 40 to 42. Law (2016:108).
The right to participate at the general meeting
section 2 A member has the right to attend, speak and vote at the general meeting, unless otherwise specified in this law.
Of the statutes, it may be determined that a member who has resigned for the withdrawal from the coalition do not have the right to participate in the general meeting.
Of Chapter 3. section 5 States that a member who has been excluded from the Association immediately lose their right under the first subparagraph.
Law (2016:108).
Member voting rights
§ 3 each Member has one vote, unless otherwise specified in the statutes.
Of the statutes, it may be determined that a member may exercise their voting rights only if certain specified conditions are met.
If the investing members participating in the vote and they have more than a third of the total number of votes that are cast for the vote, the value of their votes be put down so that the total amounts to half of the total number of remaining votes. If the vote is for a decision that requires the support of a certain proportion of the voters, the outcome of the vote will be counted if similarly. Law (2016:108).
Delegates at the general meeting
paragraph 4 A member who is not personally present at a general meeting may exercise their rights at the meeting by proxy.
A member shall not be represented by more than one agent. The right to engage a representative may be limited in the statutes. However, a member has the right to use the services of her husband, her partner, another Member or a representative of another Member as a representative.
The Attorney shall have a written, dated and signed by the Member, Attorney. A power of Attorney is for a maximum of one year from the date of issuance. Law (2016:108).
§ 5 an agent may represent no more than three members, unless otherwise specified in the statutes. Law (2016:108).
Postal vote
clause 6 of the Constitution, it must be determined that the members prior to the general meeting should be able to exercise their right to vote by post or to the Board before a general meeting may decide that members should be able to do it.
If members should be able to exercise voting rights at the general meeting by postal vote, the summons shall indicate how they should go about it. The main content of each submitted proposals will be specified in the notice, if the proposal does not concern an issue of less importance to the Association. To the notice, it shall be accompanied by a form of postal voting which, with reference to the proposals presented, should contain two equally presented answers Yes and no headings.
Law (2016:108).
Representation at the general meeting
section 7 of the Member, or a representative may be accompanied by not more than a clerk at the general meeting. Assistant may be heard at the general meeting. Law (2016:108).
Outsider's attendance at the general meeting
§ 8 General meeting may decide that the Member shall have the right to be present or otherwise follow the negotiations at the general meeting. Such a decision is valid only if it is supported by all the persons entitled to vote who is present at the general meeting.
In the Statute, it must be determined that the person is not a member shall be entitled to attend or otherwise follow the negotiations at the general meeting although a decision referred to in the first subparagraph shall not be taken. Law (2016:108).
Ordinary general meeting
section 9, within six months from the end of each financial year, the members hold an annual general meeting where the Board shall submit the annual report and the Auditors ' report and, a parent who is required to prepare consolidated accounts, the consolidated accounts and consolidated auditor's report (annual general meeting). Law (2016:108).
section 10 of the annual general meeting shall be decided
1. on adoption of the income statement and balance sheet and, a parent who is required to prepare consolidated accounts, the consolidated income statement and consolidated balance sheet,
2. concerning the disposition of the Association's profit or loss according to the adopted balance sheet,
3. concerning discharge in respect of the Association Board of Directors and the Executive Director, and
4. in other matters the general meeting shall address under this Act or the regulations. Law (2016:108).
Extra general meeting
section 11 If the Board considers that there are grounds for holding the general meeting before the next annual general meeting, shall convene extraordinary general meeting.
The Board shall also convene extraordinary general meeting if the auditor of the Association or at least one-tenth of all persons entitled to vote, or the smaller number that can be determined in the statutes, request in writing that such a meeting be convened to address a specific issue. The summons shall be issued within two weeks from the date of such a request came in to the Club. Law (2016:108).
Continuation of the general meeting
section 12 At a general meeting, it may be decided that a general meeting shall be held at a later date.
A decision on a matter referred to in section 10 1 to 3 shall be postponed to a further general meeting if the General Meeting decides on it, or if at least one-tenth of the total voting rights request such general meeting shall be held at least four weeks and a maximum of eight weeks thereafter. The decision must not be postponed further. Law (2016:108).
Place of the general meeting
section 13 the general meeting shall be held at the place where the Board of Directors has its seat. Of the statutes, however, it may be determined that the meeting should or can be
1. at another specified place in Sweden, or
2. at another place designated by the Board within the geographical area of activity of the Association in Sweden.
If exceptional circumstances demand it, the general meeting may be held at any place other than referred to in the first subparagraph. Law (2016:108).
The right to raise matters at the general meeting
section 14 A member has the right to have a matter considered at a general meeting if he or she requests it in writing with the Board within such time that the matter can be included in the notice of the meeting or, if the Statute contains provisions on the matter, if he or she requests it in the manner and within the time specified in the statutes.
A member who has been excluded from the Association does not have the right to have a matter dealt with at the meeting even if he or she has not yet resigned from the Association. Law (2016:108).
Convening of general meeting
section 15 the Board convenes general meeting.
If a general meeting to be held under this Act, the bylaws or a decision of the meeting convened in the prescribed manner, to the companies Registration Office on application, immediately call a general meeting in accordance with sections 16 to 21. If the summons cannot be effected in the manner set out in section 20, the Swedish companies registration office to convene general meeting in any other appropriate manner. An application may be made by a member of the Board of Directors, the Executive Director, an auditor or a person entitled to vote. The Association shall pay the costs of the summons. Law (2016:108).
Time of notice
Ordinary general meeting
section 16 notice of an annual general meeting shall be issued no earlier than six weeks and not later than four weeks before the general meeting.
In the Statute, it must be determined that the notice of an annual general meeting shall be issued later than provided for in the first
subparagraph, no later than two weeks prior to the general meeting.
Law (2016:108).
Extra general meeting
section 17 notice to attend an extraordinary general meeting shall be issued no earlier than six weeks and not later than two weeks prior to the general meeting.
Notice of an extraordinary general meeting shall be issued no later than four weeks before the general meeting if the meeting shall treat
1. a question about amendments to the statutes,
2. a case of winding-up, or
3. a question that the Association should go up in another legal entity by merger.
In the Statute, it must be determined that notice of such general meeting referred to in the second subparagraph may be issued later than indicated there, but at the latest two weeks prior to the general meeting. Law (2016:108).
Continuation of the general meeting
section 18 If a continued general meeting shall be held four weeks or later after the first day of the general meeting, should it be issued a special notice of the continuation of the general meeting. In that case, section 17, if the time for notice of an extraordinary general meeting shall apply. Law (2016:108).
Notice when decisions are to be taken at two general meetings
section 19 Of the law or its statutes required that a decision will be taken at two general meetings in order to be valid, the notice of the second meeting is not issued before the first meeting has been held. In the notice of the meeting shall specify the second Board decision that the first meeting. Law (2016:108).
Honorifics
section 20 of the members to be summoned to a general meeting in the manner determined in the statutes. Notice should also be sent by mail to each Member whose mailing address is known for the Association, if
1. the annual general meeting shall be held at a different time than specified in the statutes,
2. the general meeting shall deal with a matter of an amendment to the bylaws as entails
(a) ") to a member obligation to pay contributions or contributions to society should be increased,
(b)) that a member entitled to the Association's profit,
c) that a member entitled to the Association's assets retained by its resolution,
(d)) that a member is entitled to get the amount as set out in Chapter 4. 1, 3 or 4 of the restricted and this change will also apply to those who were members of the Association when the issue was resolved, or
e) that a member entitled to leave the compound to deteriorate and this change will also apply to those who were members of the Association when the issue was resolved, or
3. the meeting shall take a position on whether the Association should go into liquidation or go up in another legal entity by merger.
In Chapter 1. section 8 specified when notice may be by electronic means. Law (2016:108).
The convening notice content
section 21 Notice shall indicate the time and place of the general meeting. In the notice, the issues to be addressed at the general meeting must be clearly indicated.
If a case concerns the amendment of the statutes, to the main content of the draft amendment stated in the notice.
In section 6, contains provisions on the content when the members to exercise the right to vote at the general meeting by postal vote. Law (2016:108).
Provision of documents for the general meeting
section 22 of the Board shall hold the annual report and Auditor's reports, or copies of those documents available for members and holders of subordinated shares for at least two weeks prior to the annual general meeting. The documents should be available at the Association in the place where the Board of Directors has its seat.
Copies of the documents shall immediately and at no cost to the recipient is sent by mail to the members and holders of subordinated shares that request and state their address. In Chapter 1. section 8 specified when the documents may be sent by electronic means. Law (2016:108).
Documents to be presented at the meeting.
section 23 Of the general meeting shall take a position on a proposal for the amendment of the statutes, the complete proposal must be kept available at the society for members from the time of the notice until the general meeting.
A copy of the proposal, immediately and at no cost to the recipient will be sent by mail to the members who request them and provide their address. In Chapter 1. section 8 specified when the documents may be sent by electronic means. Law (2016:108).
Error in the notice of meeting, etc.
section 24 If a provision of this Act or the statutes relating to the notice of the general meeting or the provision of documents have not been applied in any case, the general meeting does not decide the matter without the consent of all members who are affected by the error. The general meeting may, however, even without such consent determine an action which has not been included in the notice, if the case according to the law or the statutes is to be taken up at the general meeting or immediately prompted by another case to be decided. It may also decide that an extraordinary general meeting shall be convened to handle the case. Law (2016:108).
The opening of the general meeting
section 25 of the general meeting will be opened by the Chairman of the Board or of the Board of Directors has appointed. If the statutes have been determined who will open the general meeting or be its Chairman, opened, however, the general meeting of him or her. Law (2016:108).
Electoral roll
26 § if necessary, at the General Meeting establishes a list of the present members, agents and advisors (electoral roll). A member that has poströstat to be present. If Members have different numbers of votes, an indication of the number of votes given in the electoral register.
Electoral roll should be drawn up by the Chairman of the general meeting, if he or she has been elected by the general meeting without a vote.
In other cases, the electoral roll is drawn up by the who has opened the annual general meeting. The electoral register shall be approved by the general meeting. It is valid until the general meeting has decided to change it.
If the general meeting is postponed to a later date than the following workday, a new electoral register be established if necessary. Law (2016:108).
How the general meeting Chairman appointed
paragraph 27 of the Chairman at the general meeting shall be appointed by the general meeting, unless otherwise specified in the statutes. Law (2016:108).
The Board's and the ceo's disclosure
What information must be provided
section 28 If any member so requests and the Board believes that this can be done without significant harm to the Association, the Management Board and the Executive Director at the general meeting provide information on
1. circumstances that may affect the assessment of a case at the meeting, and
2. circumstances that may affect the assessment of the financial situation of the Association.
In a compound that is part of a group relates to the disclosure requirement also society's relationship to other group companies. If the Association is the parent compound, the disclosure requirement also consolidated financial statements and such conditions as regards the subsidiaries referred to in the first subparagraph. Law (2016:108).
section 29 If a piece of information that has been requested under section 28 may be submitted only on the basis of information that is not available at the AGM, the enlightenment within two weeks of the meeting will be available in the written form of Association for members and sent to every Member who has requested information. Law (2016:108).
Information that may cause significant harm to the society
section 30, if the Board considers that the information requested under section 28 cannot be left to the members without significant harm to the society, the Member who requested the information be immediately informed about it.
The Board shall provide information to the Association's auditor, if the Member requests it within two weeks from the notification under the first paragraph. Information should be provided to the auditor within two weeks after the Member's request for it.
Law (2016:108).
section 31, if the requested information has been provided to the Association's auditor, he or she shall, within two weeks thereafter deliver a written opinion to the Board of Directors. The opinion shall state whether the requested information according to the auditor's opinion, should have led to a change in the auditor's report or, where applicable, to the Auditors ' report or otherwise gives rise to the objection. If so, should the amendment or objection set out in the opinion.
The Board shall keep the auditor's statement available from the Association of members and send a copy thereof to each Member who has requested information. Law (2016:108).
Majority requirement
section 32 decisions of the general meeting consists of the sentence that has gotten more than half of the votes cast, or, in the event of a tie, as Chairman.
The first paragraph does not apply if otherwise provided for by this law or has been determined in the statutes. In the cases referred to in paragraphs 34 and 35 of this chapter, Chapter 11. § 1 and 12. However, section 9 of the Constitution may only be taken into more extensive conditions than specified in those provisions. Law (2016:108).
33 § in elections considered the chosen who have received most votes.
In the event of a tie, the election is decided by drawing lots, unless the general meeting before the elections have decided otherwise.
The first paragraph does not apply if otherwise provided for in the statutes. Law (2016:108).
§ 34 a decision on amendments to the statutes shall be taken by the general meeting. It is valid if it has been advised by at least two-thirds of those voting, subject to
section 35. Of section 32 States that the in-laws may be brought in more far-reaching terms for that decision to be valid.
Law (2016:108).
35 section a decision on an amendment to the Constitution which means that a member's obligation to participate with contributions or pay fees to the Association or to the Member's entitlement to a year's profit is being restricted is valid if the decision of the general meeting have been advised by at least three fourths of those voting.
A decision on the amendment of the statutes is valid only if it has been advised by all the voters at the general meeting, the decision means that
1. a member entitled to the Association's assets retained by its resolution,
2. a member entitled to bring action under Chapter 4. 1, 3 or 4 of the restricted and this change will also apply to those who were members of the Association when the issue was settled, or 3. a member entitled to leave the compound to deteriorate and this change will also apply to those who were members of the Association when the issue was decided.
Of section 32 States that the in-laws may be brought in more far-reaching terms for that decision to be valid. Law (2016:108).
Conflict of interest
section 36 A member shall not himself or by proxy voting in the case of
1. actions against Member,
2. the Member's exemption from liability, or any other obligation to the Association, or
3. actions or exemptions referred to in paragraph 1 or 2, and as far as anyone else, if the Member in question has a material interest which may conflict with the Association's.
The provisions of the first subparagraph if the Member is also applied on behalf of a member. Law (2016:108).
A general restriction on the right of the general meeting
37 § General meeting may not make a decision that is likely to give an unfair advantage to the Member or any other detrimental to the Association or any other Member.
Law (2016:108).
AGM minutes
38 section Chairman shall ensure that the minutes of the general meeting.
In the Protocol, it should be noted the decision taken by the general meeting. If a decision is taken by vote, it shall be recorded in the minutes of how the vote has ended. Have a voting list drawn up, will this be taken into or added as an annex to the Protocol.
The minutes shall be signed by the President and at least one person to attest that is appointed by the general meeting. Law (2016:108).
39 section no later than three weeks after the meeting, the minutes must be kept available at the Association for members and holders of subordinated shares.
The minutes shall be kept in a satisfactory manner.
Law (2016:108).
Councillor
It is stated in section 40 of this Act if the general meeting does apply, unless otherwise specified, even a meeting where members ' decision-making power is exercised by the Council (Council meeting).
On the right is exercised by the Council, as previously in this chapter about Union members in respect of the Council. An agent must not, however, take part in a Council meeting by proxy. He or she may not use the services of counsel in such a meeting, unless otherwise specified in the statutes or decided upon at the meeting.
At a Council meeting, a decision under section 8 on the right of the Council to be present or otherwise follow the negotiations are made with application of paragraph 32. Law (2016:108).
section 41 A Councillor may not be elected for more than three years.
To delegate may be appointed only members of the Association or the like without having to be a member pursuant to Chapter 6.
4 § second paragraph still can be elected to the Board of Directors.
Law (2016:108).
42 § although Councillors have been appointed, the Union members have such a right referred to in section 14, section 22, first and second subparagraphs and paragraph 39.
In the matter of decisions of the Council of the substances referred to in section 35 or in Chapter 12. section 20 of the members shall be notified in the manner determined in the statutes. Law (2016:108).
An action against the decision of the meeting of Association
section 43 If a decision of the general meeting have not come to properly or otherwise contrary to this law, the applicable law on annual accounts or rules, a Union Member, the holder of the debenture holdings, the Board, a member of the Board or the Executive Director may bring an action against the Association at public courts if that decision should be repealed or amended. Law (2016:108).
section 44 proceedings under section 43 within three months from the date of the decision. If an action is not brought within that period, the right to bring an action.
The action may be instituted later than what is stated in the first paragraph, when
1. the decision is such that it cannot be taken even with the consent of all members,
2. consent to the decision required of all or some of the members and any such consent has not been given, or
3. notice to the general meeting has not taken place or the rules on notice that applies to the Association in essential parts have not been respected.
In the case of a decision to approve a merger plan concerning a cross-border merger, in addition to what is stated in the first paragraph, that the action may not be instituted after the companies registration office or the Court, a decision that has a legal effect has provided consent to the execution of the merger plan under Chapter 12. 15 or 16. The second subparagraph shall not apply in the case of such a fusion.
Law (2016:108).
section 45 Of the general meeting's decision is revoked or varied by a judgment, the judgment applies even for those members and holders of subordinated shares that have not brought the action.
The Court may modify the general meeting decisions only if it can be determined what content decision rightfully should have had. Law (2016:108).
The Board's claim against the Association
§ 46 if the Board would take legal action against the Association, the Board of Directors shall convene a general meeting for the election of the Deputy, who shall keep the Association's actions in the dispute.
The summons shall be served on the elected representative.
Law (2016:108).
Arbitration
47 § a provision in the Constitution that a dispute between the Association and the Board of Directors, a member of the Board of Directors, the Executive Director, a liquidator, a member, a proprietor of the publishing units or a person entitled to vote who is not a member shall be determined by one or several arbitrators have the same effect as an arbitration agreement.
If the Board is requesting arbitration against the Association, section 46 shall apply. It is an action of the Board against the decision of the general meeting, the right of action is not lost according to section 44, if the Board within the time specified therein has called for a general meeting pursuant to § 46. Law (2016:108).
The effect of the decision on the statutes for a member who has not agreed to the change
48 § a decision amending the by-laws shall not be applied against a member who has not agreed to the change, if
1. the decision means
(a)) that the Member's right to Association retained assets at its dissolution,
(b)) that the Member's right to bring action under Chapter 4. 1, 3 or 4 sections,
(c)) that the Member's right to walk out of the Association,
(d)) that the Member's obligation to participate with contributions or pay fees to the Association, or
e) that the Member's entitlement to annual profits, and
2. the Member gives notice of withdrawal within one month from the time the decision was made or, if the decision was made by the Council, from the time the Member was informed of the decision.
In such a case referred to in the first subparagraph, Member, regardless of what is decided in the statutes, go from the Association at the annual fiscal shift that falls immediately after one month after termination. Exit Member has the rights that departing members have pursuant to Chapter 4. Article 1, first and second subparagraphs. Law (2016:108).
The Government's permission for amendment of the statutes
section 49 Of the statutes on the basis of law or by Government's consent have been included a provision under which a different provision of the statutes cannot be altered without government permission, nor may the former provision change without government authorization. Law (2016:108).
Notification and enforcement of decisions concerning the amendment of the statutes
section 50 of the decision amending the Statute shall forthwith be notified for registration in the register, and shall not take effect until it has been registered. Law (2016:108).
Enforcement of the decision on the Charter amendment mitigating action obligation
section 51 a decision which means that the Member the amount be reduced or that the Member's contribution obligation under the statute be alleviated in any other way shall not be enforced until one year after registration. Law (2016:108).
Change of accounting currency
52 § a decision to impose or amend such a provision in the bylaws as described in Chapter 2. section 2 of the third paragraph shall take effect from the fiscal year that begins after the decision on the amendment of the statutes have been registered.
The Board of Directors shall last until the first annual general meeting after the decision was given effect to propose necessary consequential amendments of the statutes with regard to the contribution that each Member must participate in the Association. Law (2016:108).
Chapter 8. Audit and special examination
(1) a cooperative shall have at least one auditor. The Auditors are elected by
the general meeting, if not provided for in the statutes, to one or more
Auditors shall be appointed in any other way.
An auditor's mission is valid for the period specified in the statutes. About the mission
shall not apply until further notice, the contract time shall be determined so that
the Mission expires at the end of the ordinary general meeting on the
Auditors are held.
The designated auditor shall immediately be informed if it has
the auditor selected at the general meeting, the Board is required to ensure
the notification. Otherwise, it is the obligation of the person who has added
the auditor.
The general meeting may appoint one or more deputies. The provisions
in this law about Auditors applies mutatis mutandis if deputies.
section 2 of each person entitled to vote have the right to propose to the
The Swedish companies registration office is requested to an auditor (medrevisor) appointed to
participate in the audit, together with the other auditors.
The proposal will be made at a general meeting where
Auditors is to occur, or where the proposal referred to in the notice to the
the meeting will be addressed. If the proposal has been assisted by at least one
tenth of all eligible voters, or one third of the
at present, entitled to vote at the annual general meeting, the Board of Directors shall within a
week apply to the companies registration office that a medrevisor is appointed. If
Board neglects this, any person entitled to make a
such an application. Medrevisorn will serve for the period up to and
with the annual general meeting during the next fiscal year.
Holders of subordinated shares can request of the Board to a
medrevisor is appointed. If this is requested by the holder
represents the publishing operations for a total amount
equivalent to at least one tenth of the total paid-up
capital contributed, shall apply to the Board within two months
The Swedish companies registration office that a medrevisor is appointed. If the Board of Directors
neglect, any holder of a debenture share do
such an application. Team (2013:736).
paragraph 3 of the auditors who are not authorized or approved to
be resident in the European economic area, if
not even an authorized or certified public accountant engaged in
the audit. If there are special reasons, the Swedish companies registration office in
a case-by-case basis, decide on the exemption from the residency requirement.
The who is a minor or is bankrupt or disqualification
or having the trustee under Chapter 11. 7 § parental code
must not be an auditor.
The Auditors shall have the insight and experience of accounting
and economic conditions with regard to the nature and
the scope of the Association's activities required for the Mission's
full disclosure.
The auditor may be appointed a registered public accounting firm.
Rules on who may be responsible for the audit
and if the obligation found in section 17 of the Auditors Act
(2001:883). (a) the provisions of 7, 8 and 15 of this chapter
applied to the principal.
To an auditor of a subsidiary should be designated at least one of the
the parent Association's accountants, if it can be done. Law (2014:541).
4 § If in an association with the purpose to have care of
common tasks for unions, there is a particular
audit institution, association or, if
the IAB is a legal entity, the audit body
be appointed as auditor. It added that an auditor should
appoint a person to carry out the Mission for appropriate revision. In
ask if the person applies, mutatis mutandis, the provisions
in this Act, if an auditor.
In the case referred to in paragraph 5 of the first or third paragraph,
The companies registration office, if there are special reasons, permit a
Association or an auditing body be appointed to Auditor
Despite the audit, thus will not be performed by any
a certified public accountant. Law (2014:541).
5 § at least one auditor shall be a chartered accountant, if
the Association meets more than one of the following conditions:
1. the average number of employees of the Association have in each
of the last two financial years amounted to more than 50,
2. the Association's reported total assets have for each
one of the last two financial years amounted to more than 40
million,
3. the Association's reported net sales have for each
one of the last two financial years amounted to more than 80
million.
For a compound that is covered by the first subparagraph,
The Swedish companies registration office may decide that instead of an authorized
an auditor may be appointed a certain approved auditor. Such a decision
must be notified of the approved auditor is the auditor of the Association
and there are particular reasons. In determining whether there is
specific reasons to the auditor's expertise and experience in
the Association takes into account in particular. The decision is valid for a maximum of five
year.
The first and second subparagraphs shall also apply to a
the parent compound of a group, if the Group meets more than one
of the following conditions:
1. the average number of employees in the Group during each
of the last two financial years amounted to more than 50,
2. consolidated companies ' reported total assets have for each
and one of the last two financial years amounted to more than
SEK 40 million,
3. Group companies, reported net sales have for each
and one of the last two financial years amounted to more than
SEK 80 million.
For the purposes of applying the third subparagraph 2 and 3, the requirements
and liabilities between group companies, as well as internal profits,
are eliminated. The same is true for revenues and expenses
related to transactions between the consolidated companies, as well as
change of internal profit.
In other compounds than that referred to in the first or third paragraph
should an authorized or an approved auditor appointed, if at least
one tenth of all eligible voters request it at a
General meeting where Auditors should occur. Law (2014:541).
6 § in the case of other compounds than those referred to in paragraph 5,
The companies registration office, where appropriate by specific circumstances,
decide to at least one auditor shall be a chartered accountant
or certified public accountant.
If there are reasons for it, the Swedish companies Registration Office at the same time appoint
a certified public accountant or a certified public accountant to participate in
the audit together with other auditors. Mission time
for the auditor to be determined so that the mission ends when a
other authorized public accountant has been appointed in the prescribed
order.
Before the companies Registration Office announces a decision referred to in this
section, the Association shall be given an opportunity to be heard.
Team (2013:736).
section 7 of The auditor shall not be
1. is a member of the Board of directors or the Managing Director in
Association or its subsidiaries or advises on
the Association's accounting or financial management or society
control over
2. are employed by or otherwise has a child or
dependency to the Association or any referred to in 1,
3. works in the same company as the professional advising
Association at the basic bookkeeping or financial management or
the Association's control over
4. are married or cohabiting with or sibling or relative in
the right ascending or descending line to a person referred to in paragraph 1,
5. are besvågrad with a person referred to in paragraph 1 in the correct up-or
descending line or so that one is married to the other's
sibling, or
6. in addition to those normally associated with membership in the
the Association, is in debt to this or another company
in the same group or have a commitment that the Association or
such companies have set the security for.
In the case of compounds referred to in paragraph 5 of the first or third
the paragraph applies, rather than the first subparagraph 3,
It may not be an accountant who works in the same company
as the Professional Association assists during posting
or financial management or society's control over.
The one under the first or second paragraph is not competent to
to be an auditor of a parent Association, may not be the Auditor in
its subsidiaries.
One auditor, the audit does not hire anyone under
First, second or third subparagraph is not competent to be
Auditor. If the Association or its parent compound has employees
to solely or principally for the
internal audit, the Auditor, the audit may, however, hire
such employees to the extent it is consistent with good
generally accepted auditing standards. Law (2006:400).
section 8, a mission to be auditor ceases when new
the accountant has been appointed.
A mission that auditor expires prematurely, if
1. the Auditor reports to the mission to cease, or
2. the appointment of the Auditor by dismissing him or her
on objective grounds and reports that the mission must cease.
The notification referred to in the second subparagraph shall be made to the Board. If a
auditor who is not elected at the AGM would resign, should
Auditor report it also in the who has appointed him or
her.
An accountant whose mandate expires prematurely shall immediately notify
this to the Registrar for registration and
submit a copy of the notification to the Association's
the Board of Directors. The auditor shall, in the notification report for
the observations made at the review that he or she has
during the part of the current financial year as his or
her assignments have included. For registration in respect of
where applicable as provided in paragraph 13 of the third and fourth
pieces of the audit report. The registration authority shall
transmit a copy of the notification to the tax office.
Ceasing an auditor's mission prematurely or raised obstacles
to him or her under section 3, 5 or 7 or under
the statutes to be an accountant and there is no substitute
for him or her, the Steering Board shall take steps to
a new auditor is appointed for the remaining term of Office.
Ceasing an auditor's mission, which is valid until further notice, at
other time than at the end of the annual general meeting,
apply as provided for in the fourth paragraph.
Ceasing an auditor's mission prematurely, the auditor and the
has appointed auditor shall notify the Registrar if
the reason for this. Law (2009:566).
8 a of the mandate as auditor for an association, whose transferable
securities are admitted to trading on a regulated market,
may cover no more than seven consecutive years.
Anyone who has been the auditor of the Association for seven years under the
the first subparagraph shall not participate in the audit, unless at least two
years have passed since he or she left
the audit engagement. Law (2009:566).
§ 9 on application to the Swedish companies registration office appoint a qualified auditor,
If
1. any certified public accountant or certified auditor is not
designated in accordance with paragraph 5 of the first to third subparagraphs,
2. an auditor is unauthorized under section 3(1) or paragraph 7 of
the first or second subparagraph, or
3. a provision in the statutes of the number of Auditors or if
the auditor's competence has been infringed.
Each one can make a request under the first subparagraph.
The Board is required to make an application, unless the correction
without delay is carried out by the person who appoints an auditor.
If the general meeting, in spite of a request pursuant to paragraph 5 of the fifth
paragraph, has not designated any authorised or approved
accountant and if a person entitled to vote within a month from the
the general meeting is applying for it at Bolagsverket, ska
The companies registration office, designate such accountant.
An order under this section shall be notified by the
that Association has been consulted and refer to the time until a
other auditor has been appointed in the prescribed order. At
the appointment on the grounds that an accountant is unauthorized under paragraph 3 of
the first subparagraph or paragraph 7 of the first or second subparagraph, the
The companies registration office, dismissing the auditor. Team (2013:736).
section 10 of the Auditors shall to the extent permitted by generally accepted auditing standards
review the Association's annual report and accounts and the Board's
and the ceo.
If the Association is the parent compound, the Auditors also review group
accounts and corporate relationships in General.
The Auditors shall comply with the specific regulations issued by associations
the meeting, if they are not contrary to the law, the statutes or generally accepted auditing standards.
10 a of the Auditor shall report to the Audit Committee of
important circumstances as revealed by the audit. This
is especially true for deficiencies in the internal control of
the financial reporting.
In the cases referred to in Chapter 6. Article 7, second paragraph, the Auditor in
rather than report to the Board. Law (2009:566).
10 (b) § the auditor should
1. If there is any circumstance that could significantly disrupt the
confidence in his or her impartiality or
independence, consult with the Audit Committee on this
relationship and the measures taken,
2. the Audit Committee annually submit a written
Declaration of impartiality and independence, and
3. the Audit Committee annually disclose what other
non-audit services that he or she has
provided to the Association.
In the cases referred to in Chapter 6. Article 7, second paragraph, the Auditor in
rather than turn to the Board. Law (2009:566).
section 11 of the Board and the Executive Director shall provide the Auditors point
to enforce the review to the extent that these finds necessary
as well as provide the information and assistance that they request. The same obligation
exist for the management and the Auditors in a subsidiary
vis-à-vis the Auditors in a parent compound.
section 12 Then the Auditors have completed the review process, they must write a hands-
display to Auditors ' report on the annual accounts and, in a parent-
Association, on the consolidated financial statements. Auditors find that the balance sheet
or the income statement should not be established, they shall record that too.
In a parent compound the same applies as regards the consolidated balance sheet and
the consolidated income statement.
section 13/expires U: 2016-07-01/
The Auditors shall, for each fiscal year provide a
Auditor's report to the general meeting. The story should
submitted to the Board at the latest two weeks prior to the
annual general meeting of shareholders. The Auditors shall, within the same time to
the Board return the accounting documents
submitted to them.
The audit report shall include a statement as to whether the
the annual accounts have been prepared in accordance with
applicable annual accounts Act. Does not include the annual report
such information to be provided in accordance with applicable
the Swedish annual accounts Act, auditors must indicate this and provide the
the necessary information in its story, if it can be done.
Have the Auditors in its review found that no action
or omission which may give rise to liability for damages
is a Board member or the Managing Director to the
load or to a Director or Executive
other way, acted in contravention of applicable
annual accounting law or statutes, it should be noted in the
the story. The auditor's report shall also include a
statement in the matter of the discharge of the members of the Board and
Executive Director. The Auditors may also otherwise in
story note down the information they would like to notify the
members.
In the auditor's report shall also be observed if the auditors found
that the Association has not fulfilled its obligation
1. to make the tax credit under the tax procedure law
(2011:1244),
2. to register for registration under Chapter 7. section 2 of the
tax Procedure Act,
3. to submit a tax return in accordance with chapter 26. section 2 or 37 Cape.
section 4 of the tax Procedure Act, or
4. to timely pay taxes, fees and charges are subject
tax procedure law.
The audit report shall contain specific statements on
fixing the balance sheet and profit and loss account as well as on
the proposal for the appropriation of profit of the Association
or loss that has been presented in the directors ' report.
In a parent compound, the auditors submit a special
the auditor's report in respect of the group. In that connection, first,
third and fifth subparagraphs shall apply.
If the notification has been made under section 8, fourth or sixth subparagraph,
the auditor to audit report include a transcript of
notification. Also copies of the notifications that the auditor and
the who has appointed the auditor has provided according to paragraph 8 of the sixth
subparagraph shall be attached to the audit report. Law (2011:1327).
section 13/entry into force: 07/01/2016
The Auditors shall, for each fiscal year, provide an audit report to the annual general meeting. Report shall be submitted to the Board not later than three weeks prior to the meeting. The Auditors shall, within the same time to the Board return the accounting documents submitted to them.
The audit report shall include a statement as to whether the annual accounts have been prepared in compliance with applicable law on annual accounts. In the Declaration, in particular on the financial statements give a true and fair view of the financial position and performance and if the statutory Administration report is consistent with the other parts. The annual report does not contain any information to be provided in accordance with the applicable law on annual accounts, auditors must indicate this and provide the necessary information in its story, if it can be done.
Have the Auditors in its review found that any action or omission that can lead to liability is a member of the Board or the Executive Director to load or to a member of the Board of directors or the Managing Director has, in any other way, acted in contravention of this law, the applicable law concerning the annual accounts or the bylaws, it should be noted in the story.
The auditor's report shall also include a statement on the issue of the discharge of the members of the Board and the Executive Director. In the audit report, it should also be noted if the Auditors have found that the Association has not fulfilled his obligation to bring the Member list referred to in Chapter 3. and the list of holders of subordinated shares according to Chapter 5. The Auditors may also otherwise in the story write down the information that they wish to communicate to members.
In the audit report, it should also be noted if the auditors found that the Association has not fulfilled its obligation
1. to make the tax credit under the tax Procedure Act (2011:1244),
2. to register for registration under Chapter 7. section 2 of the tax Procedure Act,
3. to submit a tax return in accordance with chapter 26. section 2 or 37 Cape. section 4 of the tax Procedure Act, or
4. to timely pay taxes, fees and charges are subject to the tax procedure law.
The audit report shall contain specific statements about fixing the balance sheet and profit and loss account as well as on the proposed appropriation of the profit or loss of the Association which has been presented in the directors ' report.
In a parent compound, the auditors submit a special audit report for the group. Then first to third and fifth subparagraphs shall apply.
If the notification has been made under section 8 of the fourth or the sixth paragraph, the auditor to audit report, please attach a copy of the notification. Also copies of the notifications that the auditor and the appointed auditor has provided under section 8 of the sixth paragraph shall be attached to the audit report. Law (2016:108).
13 a of the Auditor shall immediately send a copy of
Auditors ' report to the tax office, if
the audit report contains
1. representations under section 13, third paragraph, first sentence,
2. the statements that
-the annual report has not been prepared in accordance with
applicable law on annual accounts,
-the information to be provided under the applicable law
the annual report has not been submitted;
-the members of the management board or the Executive Director not
should be granted discharge in respect of the Association,
-the Association has not fulfilled an obligation referred to in paragraph 13 of
Fourth, paragraph 1-3. Lag (2003:693).
14 § Erinringar as auditors to the Board or the Executive
the Director and have not been included in the audit report, the note
in the Protocol or other document. Document to be transmitted to
the Board of Directors and are preserved by this in satisfactory manner.
section 15 of the Auditors have the right to attend general meetings. They are required
to attend a meeting, if in the light of the cases can be considered appropriate.
section 16 of the Auditors must not improperly disclose information to
individual members or third parties if such association
matters which they have become aware during the performance
of their mission, though it may be to the detriment of society.
The Auditors are required to
1. the general meeting provide all information meeting
request, whether it would not be a significant detriment to
the Association,
2. for medrevisor, the reviewers referred to in section 17, new auditor
and, if the Association has been declared bankrupt, trustee
provide the required information on the Association's
Affairs, as well as
3. on request, provide information on the Association's
Affairs to-patient basis during
preliminary investigation in criminal cases.
The Auditors in an organization are covered by Chapter 2. paragraph 3 of the
public access to information and secrecy (2009:400) is also required
upon request, provide information about the Association's
Affairs to the Member representative Auditors of the municipality
or the County. Law (2009:435).
section 17/expires U: 2016-07-01/
Each person entitled to vote may propose to the Swedish companies registration office,
appoint auditors for the special audit of the Association's
Administration and accounts for a certain elapsed time or by
certain actions or situations in the community.
The proposal will be presented to a regular general meeting
or at a general meeting where the matter under the notice shall
treated. If the proposal has been assisted by at least one tenth of the
all persons entitled to vote or one-third of those present
persons entitled to vote, shall apply to the Board of directors within a week
The Swedish companies registration office that the reviewer is appointed. If the Board of Directors
neglects this, each person entitled to vote may make such
the application. The Swedish companies registration office may appoint one or more scrutineers.
Holders of subordinated shares can request of the Board of Directors to
examiners are appointed. If requested by holders representing
subordinated debentures to a total amount equivalent to at least
one-tenth of the total paid-up capital contributed, shall
the Board of directors within two months to apply to the companies registration office that the
examiners are appointed. If the Board fails to comply with this, any
holders of a debenture share make such an application.
The Swedish companies registration office may appoint one or more scrutineers.
It is stated in paragraph 3 of the first and third subparagraphs, 4, 7, 11, 15
and 16 sections and chapter 13. 2 and 4-6 sections if the auditor shall apply
even in the case of reviewers.
An opinion on that review shall be delivered to the
the annual general meeting. The opinion shall be kept available for and
be sent to members and other persons entitled to vote, in accordance with Chapter 7.
section 8, fourth paragraph, and shall be presented at the meeting. In the same way
Moreover, the opinion shall be kept available for and transmitted
to holders of subordinated shares, if the reviewer has been appointed
at the request of such holders. Team (2013:736).
section 17/entry into force: 07/01/2016
Each person entitled to vote may propose to the Swedish companies registration office shall appoint auditors for the special audit of the Association's management and accounts for some time elapsed, or certain actions or situations in the community.
The proposal will be presented at an annual general meeting or at a meeting where the matter according to the notice. If the proposal has been assisted by at least one-tenth of all eligible voters, or one-third of those present and voting, the Board of directors within a week apply to the Office of the auditor shall be appointed. If the Board fails to comply with this, each person entitled to vote may make such an application. The Swedish companies registration office may appoint one or more scrutineers.
Holders of subordinated shares can request of the Board of Auditors be appointed. If requested by holders representing subordinated debentures to a total amount equivalent to at least one tenth of the total paid-up capital contributed, shall apply to the Board within two months the companies registration office that the reviewer is appointed. If the Board fails, any holder of a debenture share make such an application.
The Swedish companies registration office may appoint one or more scrutineers.
It is stated in paragraph 3 of the first and third subparagraphs, 4, 7, 11, 15 and 16 sections and chapter 13. 2 and 4-6 sections if the auditor shall apply even in the case of reviewers.
An opinion on that review shall be delivered to the general meeting. The opinion shall be made available to members and other persons entitled to vote in the manner provided for in Chapter 7. section 22. Similarly, the opinion shall also be provided to holders of subordinated shares, if the reviewer has been appointed at the request of such holders. Law (2016:108).
18 § a compound under paragraph 5 of the first or third paragraph
or in accordance with the Board's decision will have an authorized
or a certified public accountant, shall notify the enrollment who
has been appointed as an auditor. Notification need not be made if
the auditor has been appointed by the companies registration office.
The notification shall indicate the auditor's postal address. If
mailing address differs from the auditor's domicile, shall also
the residence indicated. The notification shall further contain an indication of the
the auditor's social security number or, if there is none, the date of birth.
If the auditor is a registered public accounting firm, the notification
also include the company's registration number and if
who is the main responsible for the audit.
The notification shall be made immediately after the first time
obligation of the Association to have an authorized or
approved auditor has raised and then immediately after the
that no change has occurred in a relationship that has
notified or to be notified of registration. If the obligation
to have an authorized or approved in accordance with paragraph 5 of
the first or third paragraph or section 6 of the first subparagraph ceases,
This shall be notified at the latest when the Association has chosen a new
Auditor.
Right to notify the notification applies.
Team (2013:736).
Chapter 9. Was repealed by law (1999:1094).
Chapter 9. /Kapitlet entry into force: 07/01/2016
Transfers of value from the Association
The concept of value transfer
1 § With value transfer referred to in this law
1. distribution of profits, 2. remedy,
3. reduction of the Reserve Fund for reimbursement to members, and
4. other business event in which the Association's fortune declines and that has not been purely commercial nature of the Association or are a natural part of the Association's financial relationship with the members.
If a refund of member contributions, redemption of subordinated debentures, distribution on liquidation and transfer of assets in connection with a merger, there are special provisions in the 4, 5, 11 and 12. Law (2016:108).
Acceptable forms of value transfer
section 2 transfers of value from the Association may only be made in accordance with the provisions of this law concerning
1. distribution of profits,
2. exclusive remedy;
3. reduction of the Reserve Fund for reimbursement to members, and
4. the gift referred to in section 5.
Law (2016:108).
Protection of the Association restricted shareholders ' equity and the cautionary rule
section 3 A value transfer shall not take place if not for its transmission, full coverage for the Association's restricted shareholders ' equity. The calculation shall be based on the last approved balance sheet taking into account changes in the bound equity that have occurred after the balance sheet date.
Even if there is no impediment pursuant to the first subparagraph, the Association implement a transfer of value to members or others only if it appears justified in the light of the 1. the requirements that the nature, scope and risks placed on the size of the equity, and
2. the Association's need for consolidation, liquidity and general position.
If the Association is a parent Association, shall for the purposes of the second subparagraph, account is also taken of the requirements of the group the nature, scope and risks of the Group's equity, as well as to the Group's need for consolidation, liquidity and general position.
The first subparagraph shall not apply to transfers of value in the form of reparation. Law (2016:108).
Transfers of value during the current financial year
4 section During the period from and including the annual general meeting where the income statement and balance sheet for a fiscal year has been fixed until the next annual general meeting, transfers of value made a total amount which does not exceed the amount at the first annual general meeting was available for distribution under section 3(1).
When calculating the space for the transfer of value to changes in the equity that have occurred since the last annual general meeting shall be taken into account.
The first subparagraph shall not apply to transfers of value in the form of reparation. Law (2016:108).
Gift for public purposes
paragraph 5 of the general meeting or, if the matter is of minor importance with regard to the position of the Association, the Board may make a donation to a non-profit or similar purposes, if, having regard to the ändamålets art, the Association's position and the circumstances in General can be considered reasonable and the gift does not violate section 3. Law (2016:108).
Refund obligation for the illicit transfer of value
section 6, If a value transfer referred to in article 1, first subparagraph 1 – 3 or 5 section has been made in violation of this chapter or Chapter 10, the funding recipient what he or she has received, if the Association shows that he or she knew or should have known that the value transfer were in conflict with this Act. Has a transfer of value under paragraph 1(1), 4, which does not refer to paragraph 5 of the present, made in violation of this chapter, if the recipient is obliged to refund the Club shows he or she knew or should have known that the transaction involved a transfer of value from the Association.
On the value of the property to be refunded to the recipient to pay interest in accordance with paragraph 5 of the interest Act (1975:635) from the value transfer took place until the interest shall be paid in accordance with paragraph 6 of the interest act because of section 3 or 4, the same team.
Law (2016:108).
Lack coverage responsibilities in the illicit transfer of value
section 7 If there is any deficiency at the refund referred to in paragraph 6, are the people who have contributed to the decision on the distribution responsible for the shortage. The same applies to those who have contributed to the implementation of the decision or to the establishment or the establishment of a false balance sheet, which has been the basis for the decision about the transfer of value.
For liability under the first subparagraph in the case of members of the Board of Directors, Executive Director, auditor and the special examiner, intent or negligence, and, in the case of members and others, intent or gross negligence.
For lack of repayment are also those who have received the property from a person referred to in section 6, first paragraph, with the knowledge that it is derived from an illegal transfer of value.
For the purposes of first to third paragraphs apply to chapter 13. 4 section.
Law (2016:108).
10 Cape. /Kapitlet expire U:2016-07-01 by law (2016:108)./
Surplus distribution and other use of the Association's property
section 1 of the Association's funds may be paid to members only in the form of
the excess dividend, refund of member contributions pursuant to Chapter 4,
payment by a reduction of the amount the Member operations and distribution
at the Association's liquidation.
With excess dividends referred to in this law
1. compensation in the form of efterlikvider, rebates or similar
based on operating results without having counted in reported
the annual results, and
2. dividends from the reported annual results in the form of the Member refund
or otherwise (of profits).
The statutes shall contain provisions on the use of profit and
of retained assets at liquidation of the Association derive from Chapter 2. 2 §.
section 2 of the Dividends shall not exceed that which in the
approved balance sheet and, in the case of the parent compound, in the
established consolidated balance sheet for the last
the fiscal year is recognized as the Association's or group's free
equity after deduction of
1. the amount to be reserved by law or the statutes
to the restricted equity or, in the case of the parent compound, the
amount of free equity in the group according to
the financial statements of companies within this shall be transferred to the
the allied capital, and
2. amounts otherwise according to the statutes shall be used for any
purpose other than dividends to members.
2 a of Such amounts under section 2 may be subject to
distribution of profits shall be transferred to Member efforts through
bonus issues. Act (1997:914).
paragraph 3 of the Remedies referred to in paragraph 1, second subparagraph 1 shall not be granted in addition
extent than that prescribed provision can be made to the reserve fund.
Excess dividends may not be done with so much money that the dividend with
account of the society's or the Group's need for consolidation, liquidity
or other status is contrary to honest practices in industrial or commercial matters.
4 § remedies and such dividend calculated in
relation to the extent to which someone has participated in
the Association's activities, or otherwise taken this space may
also to other than members.
Dividend calculated otherwise than in relation to the
the extent to which someone participated in the Association's activities
or otherwise taken this space must also be provided to
holders of subordinated units and to leaving a member of
relation to arrears of contributions. Act (1997:914).
§ 5 General Meeting decides on dividend of surplus. The may Commission
to the Board of Directors to decide on remedies.
section 6 Of the statutory reserve shall be disposed of at least five percent, in
credit market Association, however, at least ten per cent of the portion of the
the Association's net profit for the year that are not needed to cover
a retained earnings. By the allocation to the reserve fund shall
the net profit also includes remedies. Is the reserve fund
at least twenty per cent of the paid-up capital contributed
need such allocation to the reserve fund referred to in this
the paragraph does not take place, if the sum of the Reserve Fund and the paid-in
start-up capital amounts either to at least forty percent of
the net value of the assets of the Association or to at least the same
amount that the Association's liabilities and provisions under
the balance sheet. In a credit market Association needs provision
also not be made under this paragraph if the reserve fund amounts
at least thirty percent of the start-up capital.
The reserve fund shall be allocated the amount
1. a member upon termination of the Association do not get back their
efforts,
2. publishing shareholders aren't getting out on exercise of a
the publishing operation,
3. According to the statutes shall be allocated to the reserve fund,
4. pursuant to the decision of the general meeting shall otherwise be carried over
from there to the balance sheet reported equity free
the reserve fund.
The reserve fund, in accordance with the decision of the general meeting be reduced
only to cover such loss according to the adopted
the balance sheet that cannot be covered by capital.
For the purposes of applying the first subparagraph, the amount of
the balance sheet has been included under the heading Devoted to
pensions or such referred to in sub-item 8 (a) law
(1967:531) if securing the pension commitment, etc. do not count
that liability or provision to the extent that it exceeds the amount
during which the record under section 7, first paragraph, the law of
securing the pension commitment, etc. must not be reduced.
The Government or the authority that the Government may
allow the compound or some groups of compounds except
completely or partially from the provisions of the first-third paragraphs,
If there are serious reasons for it given the nature of
organisational activities and other circumstances.
Act (2004:305).
section 7 of the payment is made to a member or another person in violation of this
law, the beneficiary shall pay back what he has received with interest
calculated in accordance with paragraph 5 of the interest Act (1975:635) from the payment
obtained until higher interest shall be paid in accordance with paragraph 6 of the interest Act
as a result of 3 or 4 § the same law. However, this does not apply if the recipient
had reasonable grounds to believe that the payment constituted legal
surplus dividend.
For the shortage resulting from the repayment charge under Chapter 13.
1-4 of those who have helped to adopt or enforce
payment, or to establish or identify errors
balance sheet that has been the basis for the decision.
§ 8 General meeting may decide on gifts to public or
comparative purposes, if, having regard to the purpose, the Association's position
and the circumstances in General may be regarded as reasonable. The Board may, for such
purpose use only assets which, because of the Association's position
is of minor importance.
10 Cape. /Kapitlet entry into force: 07/01/2016
Distribution of profits and some other use of the Association's property
Distribution of profits
paragraph 1 of the decision on the distribution of profits to be taken by the general meeting.
The general meeting may decide on the distribution of profits with the larger amount than what the Board has proposed or approved only if there is such an obligation, in accordance with the statutes.
That the Statute should contain provisions on the use of the profit shown in Chapter 2. 2 §. Law (2016:108).
2 § distribution of profits may be made to the 1. unionists, 2. holders of subordinated units, and 3. outgoing members in proportion to their outstanding member achievements.
Distribution of profits may be made to persons other than those referred to in the first subparagraph, if the dividend is calculated in relation to the extent to which they have taken part in the Association's activities.
Law (2016:108).
section 3 Of the general meeting shall hear a matter of profits, the Board of Directors shall draw up a proposal for a decision.
In the proposal, the following is stated:
1. who will be entitled to dividends,
2. how entitlement to dividends shall be calculated,
3. the date on which the dividend is payable or, where appropriate, the authorization for the Board to determine the due date, and
4. If the dividend is directed to other than money, the nature of the property to be distributed. Law (2016:108).
paragraph 4 of the proposal for distribution of profits shall be accompanied by a reasoned opinion from the Board as to whether the proposed dividend is justified by reference to Chapter 9. the second and third subparagraphs of paragraph 3. If the assets or liabilities have been valued at fair value in accordance with Chapter 4. 14 a of the annual accounts Act (1995:1554), the opinion also indicated how much of the equity that is due to the fact that such valuation has been applied. Law (2016:108).
§ 5 If the annual report should not be treated at the general meeting which shall examine the proposal for profit distribution, the proposal specifies how much of the amount available under Chapter 9. section 3(1) that is left after the last decision about transfer of value.
Law (2016:108).
section 6, in the cases referred to in paragraph 5, the following documents shall be annexed to the proposal:
1. a copy of the annual report which contains the latest approved balance the profit and loss account, 2. a copy of the audit report for the year in the annual report,
3. a statement signed by the Board, for events of material importance to the Association's position that have occurred after the date of the annual report was provided with a statement of transfers of value which has been decided at the same time and on the changes in the Association's tied equity events after the balance sheet date, and
4. the opinion of the statement referred to in 3, signed by the Association's accountant, with a statement of whether the general meeting should decide in accordance with the proposal. Law (2016:108).
section 7 of the Board shall keep the proposal for profit distribution, along with such an opinion referred to in paragraph 4, available from the Association of persons entitled to vote, members and holders of subordinated shares for at least two weeks prior to the general meeting in which the issue of profit distribution should be examined. Where appropriate, including the documents referred to in section 6 shall be made available, together with the proposal.
Copies of the documents shall immediately and at no cost to the recipient will be sent by mail to all persons entitled to vote, members and holders of subordinated shares that request and state their address. In Chapter 1. section 8 specified when the documents may be sent by electronic means.
Documents to be presented at the general meeting.
Law (2016:108).
paragraph 8 of the notice of the general meeting which shall examine the proposal for distribution of profits should enter the main content. Law (2016:108).
§ 9 decision on profit distribution should contain the information shown in section 3. Law (2016:108).
Remedy
section 10 of this law, With restitution referred to in efterlikvider, refunds or the like provided to Association members or to any other and based on business results, without having been counted into the reported annual results. Law (2016:108).
paragraph 11 of the decision on the remedy to be taken by the general meeting or, after the meeting's authorization, by the Board of Directors. In the Statute, it must be determined that the Board may decide on restitution even without the authorisation of the general meeting.
The general meeting may decide on compensation with larger amounts than what the Board has proposed or approved only if there is such an obligation, in accordance with the statutes. Law (2016:108).
section 12 Of the general meeting shall hear a matter of remedy, the Board of Directors shall draw up a proposal for a decision. In preparing the proposal, 3, 4 and 6 §§ apply.
The proposal shall be provided to the persons entitled to vote and the members in the manner set out in section 7. In the case of notice of the meeting shall examine the proposal concerns section 8. Decision of the general meeting shall have the content as stated in section 9. Law (2016:108).
section 13, If the Board decides on the compensation, it shall establish such a reasoned opinion referred to in paragraph 4.
Law (2016:108).
Reduction of the reserve fund
Reduction purposes
section 14 of the reserve fund may be reduced for
1. coverage of the loss, if there is no equity corresponding to loss,
2. reimbursement to members or other purpose, if the companies registration office or, in the case at issue, the Court, pursuant to sections 16 to 20 give permits to the decrease.
Law (2016:108).
Decision-making procedure
section 15 Decision on the reduction of the reserve fund shall be taken by the general meeting.
At the general meeting decisions concerning Chapter 7. 32 section.
Law (2016:108).
Notice to known creditors of the Association
section 16 If authorization is required under section 14 of 2, the Association shall notify its known creditors on reduction decision. The notifications shall contain the information that the association intends to apply for permission to enforce the reduction decision, and creditors ' right under section 19 to oppose to the decision is enforced.
The creditors do not need to be notified of an auditor in a written, signed statement States that he or she has not found that the reduction presents no danger to creditors. Nor does it require notification to be sent to creditors whose claims relating to a claim for wages, pension or other compensation covered by the wage guarantee pursuant to the wage guarantee Act (1992:497).
An accountant referred to in the second subparagraph shall be an authorized or certified accountant or a registered public accounting firm.
Unless otherwise follows from the Constitution, the auditor is appointed by the general meeting. If the Association already has an authorized or certified public accountant, he or she shall carry out the audit.
For an auditor is appointed to carry out the review referred to in the second subparagraph apply to Chapter 8. sections 11 and 15 and 16 of the second and third paragraphs. Law (2016:108).
Application for permit
section 17 of the Association shall, in the cases referred to in section 14 (2), apply for permission to enforce the reduction decision. The application must be made with the companies registration office. It shall be filed within two months from the reduction decision.
The application shall be accompanied by a certificate from the Association's Board of directors or Executive Director to known creditors of the Association has been notified in accordance with paragraph 16 of the first paragraph.
If there is such an opinion referred to in paragraph 16, rather than the opinion annexed to the application. If the Association does not have attached either a certificate or such an opinion, will the companies registration office submit to the Association to address the shortage. If the association fails to do so, the application shall be rejected. Law (2016:108).
Calling on the Association's creditors
section 18 Of the companies Registration Office finds that there is no obstacle to an application under section 17, the Administration call the Association's creditors. The work shall not, however, call the creditors whose claims relating to a claim for wages, pension or other compensation covered by the wage guarantee pursuant to the wage guarantee Act (1992:497).
The notice shall contain an order for anyone who wishes to oppose the application, within a given day report this in writing. The notice shall contain a statement that the he or she would otherwise be deemed to have accepted the application.
Bolagsverket should expeditiously announce the notice in the Gazette. The work should also send a separate notification of the notice of the tax agency.
When the Swedish companies registration office must provide permission to the reduction in the statutory reserve teams (2016:108).
19 § If none of the creditors who have been called according to section 18 of the opposition to the application within the prescribed period, the Office give the Coalition a permit to effect the reduction decision. Oppose any creditor application, the Agency refer the case to the District Court of the place where the Association's Board of Directors has its seat. Law (2016:108).
When the General Court shall provide conditions for the reduction of the reserve fund
section 20 If a case for authorisation to effect the reduction decision has been handed over to the Court, the consent is granted if it is shown that the creditors who have opposed the application has received payment in full or have adequate security for their claims. Otherwise, the application shall be rejected. Law (2016:108).
Bonus issues
section 21 of an amount pursuant to Chapter 9. paragraphs 3 and 4 may be the subject of a transfer of value may be transferred to the Member stakes through bonus issues.
Decision on the bonus issues made by the general meeting.
Law (2016:108).
11 kap. Liquidation and dissolution
Voluntary liquidation
1 §/expires U: 2016-07-01/
The general meeting may decide that it must go in
liquidation.
A winding-up order is valid only if all
persons entitled to vote have joined forces on the decision or this has
taken on two consecutive general meetings and at the
later the meeting assisted by at least two-thirds of the
voters. Further conditions for the decision shall be
valid may be prescribed in the statutes. The decision on liquidation
effective immediately, or as of the later date
the general meeting appoints.
A winding-up order, however, can always be taken by simple
majority, whether there is a basis for an order for compulsory winding-up under 3, 4
or 4 a of. In the event of a tie, is the decision of the general meeting
as Chairman. A winding-up order
According to this paragraph shall be effective immediately.
The decision on liquidation shall, through the Agency of the meeting immediately
be notified of registration. Lag (2003:865).
1 section/entry into force: 07/01/2016
The general meeting may decide that the Association shall go into liquidation.
A winding-up order is valid only if it has been advised by at least two-thirds of those voting. Of Chapter 7.
section 32 States that the in-laws may be brought in more far-reaching terms for that decision to be valid. The decision on the
liquidation effective immediately or from such later date as the general meeting appoints.
A winding-up order, however, can always be taken by such majority as set out in Chapter 7. 32 section, if there is a basis for an order for compulsory winding-up according to the 3, 4 or 4 a of. In such a case, the decision on liquidation immediately.
The decision on liquidation shall, through the Agency of the general meeting shall register immediately. Law (2016:108).
section 2 of the Board of Directors shall immediately refer the matter to the AGM whether
the Association shall enter into liquidation, if because of past
losses, or for any other reason reason to assume that the Association's
status ongoing will deteriorate so that the Association's liabilities not
covered by assets.
/Rubriken entry into force: 07/01/2016
The convening notice content
2 a section/entry into force: 07/01/2016
The summons to the general meeting to consider a proposal on liquidation shall indicate the main content. Law (2016:108).
/Rubriken entry into force: 07/01/2016
Provision of the proposal for a decision
§ 2 b/entry into force: 07/01/2016
The Board shall keep the proposal for a decision on liquidation available for persons entitled to vote, members and holders of subordinated shares from the date of the notice until the general meeting.
A copy of the proposal, immediately and at no cost to the recipient will be sent by mail to all persons entitled to vote, members and holders of subordinated shares that request and state their address. In Chapter 1. section 8 specified when the documents may be sent by electronic means.
Documents to be presented at the general meeting.
Law (2016:108).
Compulsory liquidation
§ 3 If the number of Union members going down below the lowest
the number provided for in Chapter 2. paragraph 1, the Management Board shall, as soon as
possible to refer the issue of whether the general meeting
the Association shall go into liquidation. Entering not a
a sufficient number of members of the Association within three months
After the number has gone down below the prescribed minimum
the number of Board of Directors, shall, unless the General Meeting resolves to
the Association shall go into liquidation, with the right to apply to
the society goes into liquidation. Such an application can also
be made by a member of the Board of Directors, the Executive Director, a
Auditor, a unionist or a holder of a
debenture interest.
Application is made in accordance with the first paragraph, the Court shall decide to
the Association shall go into liquidation, if it is not under the
proceedings at the District Court appears to the prescribed minimum
Member number has been reached.
The Court's decision on liquidation effective immediately.
If the directors fail to fulfil what is up
those referred to in the first subparagraph, they answer and others with knowledge
If this failure is on on behalf of the Association
jointly and severally liable for the obligations incurred by the Association.
A member of the Board of Directors, however, escapes responsibility, if he shows that
the failure is not due to the negligence of him. Jointly and severally
responsibility for the obligations incurred by the Association
arises also for those members who, when winding-up duty
under the first subparagraph, with the knowledge
winding-up of duty involved in the decision to continue the Association's
activity. Accountability under this section does not apply to
for obligations arising since the liquidation issue has
referred to the Court or an adequate
the number of members has begun after the time limit referred to in the first
paragraph. Lag (2003:865).
paragraph 4 of the Law shall provide to the Association shall be in
liquidation, if
1. the association according to the statutes is required to go into liquidation,
2. the Association's business is conducted in a way that clearly
does not correspond to the conditions under which registration has
occurred, or
3. the Association has such a purpose referred to in Chapter 1. paragraph 1 of the third
paragraph and the Association's assets according to the balance sheet of the
the previous fiscal year largely consists of
other than shares in the other economic associations.
Decision on liquidation shall not be notified, if during
handling at the District Court appears to
winding-up the Foundation has ceased.
A question of liquidation within the meaning of the first subparagraph being tested on notification
by the registration authority or, in the case referred to in paragraph 1, the
the application of the Board, a member of the Board of Directors, the Executive
the Director, a unionist or a holder of a
debenture interest.
The decision on liquidation effective immediately. Lag (2003:865).
4 a of the Registration Committee shall decide that the Association
shall go into liquidation, if the Association is not in the prescribed manner
has been received with notification to the Registrar of
competent board, Executive Director or special
recipients of service to be provided under this Act.
Winding-up order shall, however, be granted if
winding-up the Foundation has ceased during handling of
the Registration Committee.
A question about winding up referred to in the first subparagraph shall be reviewed by the
the Registration Committee, ex officio or at the request of
the Board of Directors, a member of the Board of Directors, the Executive Director, a
junior member, the holder of a debenture share, a creditor
or someone else whose right is dependent upon the presence of any
who can represent the Association.
The decision on liquidation effective immediately. Lag (2003:865).
The handling of the issues of liquidation
§ 5 in the case referred to in paragraph 3 or 4 shall submit to the
the Association and Union members and creditors who would
comment in the case to submit a written opinion
to the right within a certain period of time. The order shall be served on the
the Association, if it can be done in any way other than according to 38 and
47 – 51 sections method law (2010:1932). The right to leave the announce
the order in the Gazette at least two months
and no more than four months before the expiry of the time limit.
Law (2010:1950).
section 6 (a) in a case referred to in section 4, Registrar
submit to the Association and Union members and creditors
that would be heard in the case to submit a written
opinion or requested documents to the authority within the
a certain amount of time. The order shall be served on the Association, if it can
be made otherwise than in accordance with 38 and 47 to 51 sections method law
(2010:1932). The Registrar should let announce
the order in the Gazette at least two and not more than
four months before the expiry of the time limit.
Law (2010:1950).
6 a of A winding-up order issued by the Court or
the Registrar shall be recorded. Lag (2003:865).
The appointment and dismissal of the liquidator
6 b of a court shall appoint one or more liquidators in
It decides on liquidation.
The registration authority shall appoint one or more
liquidators
1. when it decides on liquidation,
2. when it has registered a notification pursuant to paragraph 1 of the fourth
subparagraph, and
3. when a compound wound up otherwise lacks a to
the register reported authorized liquidators.
A the appointment of a liquidator shall be recorded.
The appointed to the liquidator shall be suitable for
the mission. Anyone who has been part of the Association's leadership,
appointment of liquidator only if there are special reasons.
Lag (2003:865).
6 c section If a liquidator asks to resign and indicate the reasons for
the liquidator shall be dismissed. A liquidator shall also
dismissed if he or she is not suitable or of any
other cause should be separated from the mission.
A liquidator dismissed by the Court or, if the liquidator has
designated by the Registration Committee and requesting to be
relieved, by the Registrar.
An application to a court to decide whether the dismissal may
be made by the Registrar, the liquidator, a
Union Member or someone else whose right is dependent on
the liquidation.
Anyone who dismisses a liquidator shall immediately appoint a new one.
However, this does not apply if there is any other liquidator and
It is not necessary to appoint a new liquidator of
the place was dismissed. Lag (2003:865).
The implementation of the liquidation
section 7 of the liquidators shall enter into the Board of Directors and the Executive
the Director's place and is mandated to implement the
the liquidation. The provisions relating to the Board of Directors and
Board members in this Act, with the exception of Chapter 6. 4 §
the first sentence of the first subparagraph and second subparagraph, and in
applicable law if the annual report is also valid in the case of
the liquidator, subject to the provisions of this chapter.
A mission to be auditor ceases not by Association
goes into liquidation. The provisions of Chapter 8. shall apply
during the liquidation.
The Auditors shall audit the story say whether
the liquidation is delayed unnecessarily. Law (2014:541).
section 8 concerning general meeting during the liquidation, the provisions of
This Act on the general meeting shall apply, in so far as not otherwise provided by
This chapter.
§ 9 When the Association in receivership, the Board of Directors and the
the Director shall forthwith issue a report of their management of the Association's
Affairs during the time for which accounting documents not previously
presented at the general meeting. The accounts shall be presented in
General meeting as soon as possible. The provisions on the annual financial statements and
the auditor's report shall be applied.
If the time also covers the previous fiscal year, a special
report drawn up for this year. In a parent compound, this special
financial statements include the consolidated financial statements.
section 10 of the liquidator or liquidators shall immediately apply for calling on the Association's beyond
creditors.
section 11 of the liquidator or liquidators shall, as soon as it can be done through
sale at public auction or in any other appropriate way
transform the Association's assets to money, to the extent necessary
for the liquidation, and pay the Association's liabilities. The Association's
movement may be continued, if needed for a purpose
settlement or to the employees shall receive reasonable notice
to obtain new employment.
If the Court has decided on the liquidation under paragraph 4, first subparagraph
2, the liquidator or liquidators shall not without the permission of the
the general meeting of the Association dispose of property other than
by sale at public auction. Until the decision
a final decision may not, without meeting the joint liquidators
consent to take any winding-up measures not only nurture
the Association's property and monitor its affairs.
Lag (2003:865).
12 §/expires U: 2016-07-01/
The liquidator or liquidators shall, for each fiscal year provide a
annual report, to be presented at the annual
the general meeting for approval. In terms of their respective
accounting and its treatment at the general meeting shall apply
not Chapter 7. 4 paragraph 1 and 2 of this Act, Chapter 2. 1 §
second paragraph, Chapter 5. 20, 37-44 and 48 sections and Chapter 6. paragraph 5 of the
annual accounts Act (1995:1554) or Chapter 2. section 1, Chapter 5. section 2 of the
4 and 6 chap.. section 3 of the Act (1995:1559) on the annual accounts of
credit institutions and securities companies.
In the balance sheet, the equity up to a record.
The balance sheet shall indicate:
start-up capital, where appropriate divided into
Member input capital and subordinated capital.
An asset may not be taken up at a higher value than the
calculated yield after deduction of selling expenses.
If an asset can be calculated yield a substantially higher
amount than the value that is entered in the balance sheet
or if for a debt or a liquidation cost can
is expected to go to an amount that substantially deviates from the
liability or provision, it shall be calculated
the amount is specified in the asset or debt-or
provision. Law (2015:815).
12 §/entry into force: 07/01/2016
The liquidator or liquidators shall for each financial year, submit an annual report to be presented at the annual general meeting for approval. In terms of their respective accounting and its treatment at the general meeting does not apply in Chapter 7. 10 § 1 and 2 of this Act, Chapter 2. Article 1, second paragraph, Chapter 5. 20, 37-44 and 48 sections and Chapter 6. paragraph 5 of the annual accounts Act (1995:1554) or Chapter 2. section 1, Chapter 5. 2 § 4 and Chapter 6. section 3 of the Act (1995:1559) on the annual accounts for credit institutions and securities companies.
In the balance sheet, the equity up to a record.
The balance sheet shall indicate the start-up capital, where appropriate divided into Member start-up capital and subordinated capital.
An asset may not be taken up at a higher value than the calculated yield after deduction of selling expenses.
If an asset can be calculated yield a significantly higher amount than the value that is entered in the balance sheet or if for a debt or a liquidation cost can be calculated, go to an amount that substantially differ from the reported liability or provision, the calculated amount is specified in the asset or debt or provision. Law (2016:108).
13 § When the summons on unknown creditors appointed
registration period has expired and all known liabilities become
paid, the joint liquidators shift society's retained
assets. If any amount of debt dispute or not
due for payment or for any other reason cannot be paid,
do as much of the Association's funds that may be needed for this
payment and the balance is shifted.
The Association members or holders of subordinated units
want to blame the shift should take legal action against the Association not later than three
months after the final statement was presented on
the annual general meeting.
If a member or holders of a debenture share does not within five
years after the final statement was presented at the general meeting
have opted to lift what he or she received at
end of the year, he or she lost her right to this. If
funds are ring in relation to the shifted assets,
can the companies Registration Office on notification of the liquidator or liquidators shall order that
the funds will go to the Swedish Inheritance Fund. In other cases, section 16
applied. Law (2011:895).
section 14/expires U: 2016-07-01/
When the liquidator or liquidators have completed their mission, they shall as soon as
can be made to emit a final account of their management by a
management report relating to winding up in its entirety. The story
shall also contain a statement of the end of the year. The report shall
be accompanied by the annual accounts for the entire liquidation period. The story and
accounting documents shall be submitted to the Auditors. These shall
within a month, then make a report on the audit of final accounts
and management during the liquidation.
After the audit report has been delivered to the liquidator or liquidators shall
These immediately call the Union members at a general meeting of
review of final accounts. Final accounts with the attached
the annual report and the auditor's report shall be made available
and sent to the members and holders of subordinated units according to
the provisions of Chapter 7. section 8, fourth paragraph, and shall be presented at the meeting.
The provisions of Chapter 7. 4 section 3 and the third paragraph of decision
at the general meeting on the discharge of the members of the Board and
the Executive Director shall apply to the joint liquidators.
section 14/entry into force: 07/01/2016
When the liquidator or liquidators have completed their mission, they shall as soon as possible issue a final statement of their management through an annual report relating to the winding-up in its entirety. Report shall also include a statement of the end of the year. To the story, the accounts for the entire liquidation period is attached. Report and financial statements must be submitted to the Auditors. These shall, within one month, then make a report on the audit of final accounts and management during the liquidation.
After the audit report has been submitted to the liquidator or liquidators shall immediately call the Union members at a general meeting for review of final accounts.
Final accounts with the attached financial statements and the Auditors ' report shall be provided to members and holders of subordinated shares as provided in Chapter 7.
section 22. It is said in Chapter 7. 10 § 3 and paragraph 12 of decision at the general meeting on the discharge of the members of the Board and the Executive Director shall apply to the joint liquidators. Law (2016:108).
section 15/expires U: 2016-07-01/
When the liquidator or liquidators have submitted final accounts, are
the association dissolved. This situation shall immediately be notified to the
registration.
One tenth of all persons entitled to vote may request in
the joint liquidators that a general meeting be convened to
address the question of whether action should be brought under Chapter 13.
§ 5. In that case, Chapter 7. the second subparagraph of paragraph 7 is implemented.
If the liquidator or liquidators, finds that the Association is insolvent, and
Unable to pay the liquidation costs, should they apply for
the Association declares bankruptcy. Team (2013:736).
section 15/entry into force: 07/01/2016
When the liquidator or liquidators have submitted final accounts, are the association dissolved. This situation shall immediately be notified of registration.
One tenth of all eligible voters, however, may request of the liquidator or liquidators that a general meeting be convened to address the question of whether action should be brought under Chapter 13.
§ 5. In that case, Chapter 7. paragraph 15, second subparagraph, shall apply.
If the liquidator or liquidators, finds that the Association is insolvent and unable to pay the costs of winding up, shall apply to the Association declares bankruptcy. Law (2016:108).
section 16 if, after the Association's dissolution under section 15, it is found that
the society has assets or if proceedings are instituted against the Association, or
for no other reason arises from the need of a liquidation operation, shall
the liquidation continued. This shall be notified immediately by the liquidator or liquidators
for registration. Notice of the first general meeting after
the resumption shall be issued in accordance with the statutes. In addition,
written notice of meetings shall be sent to each Union Member whose mailing address
is known for the Association.
section 17, If a compound has went into liquidation because of
decisions of the general meeting, the meeting then the Auditors have
delivered opinion decide that liquidation shall cease and
the Association's activities resumed. Such a decision may, however,
not be taken if there is reason for liquidation because
of this Act or the by-laws or if the distribution has taken place.
When the decision referred to in the first subparagraph shall be made, the Board of Directors
at the same time can be selected.
The General Meeting decision of liquidation termination and choice
the liquidator or liquidators shall immediately notify the Board of Directors for
registration. The decision may not be enforced until after the registration
has taken place.
If a winding up order has been cancelled by a judgment or
a decision of the Court has become final,
the liquidator or liquidators shall immediately notify for registration and, if
it repealed the winding up order is referred to in 1, 3, 4
or 4 a of, call to the general meeting for the election of Directors.
Once the liquidation has been terminated under this section, shall section 14
applied. Lag (2003:865).
Dissolution without liquidation
section 18 If any notification concerning the Association has not come into
to the Registrar during the last ten years, the
the Registration Committee to examine whether the Association has stopped
with its activities. This shall be done by letter to the in
the register of registered address as well as by public notice
in post-och Inrikes Tidningar.
If it even two months after the notification referred to in the first subparagraph
not shown that the compound still consists, shall
the Registrar shall forthwith remove the Association from the register.
The Association is therefore dissolved. Arise then need
winding-up action, the Court shall, upon application of the affected
decide on liquidation. Such a decision shall be effective immediately.
Notice of the first general meeting after the decision shall
be made in accordance with section 16. Lag (2003:865).
Bankruptcy and composition
Article 19 If a compound is bankrupt and this ends
without the surplus, is the association dissolved after the bankruptcy ends.
There are the following final bankruptcy assets
covered by the bankruptcy, the Court shall, on application by the
concerned shall decide on the liquidation. Such a decision shall apply
immediately. Notice of the first general meeting after
the decision shall be made in accordance with section 16.
If a bankruptcy is completed with surplus or goes out after
voluntary settlement or if the property of the bankrupt
Resets to the Association as a result of the accords has
established, the Court shall at the time of the bankruptcy ends
decide that the Association shall go into liquidation. Such a
decision shall be effective immediately.
The Association was liquidated when it was declared bankrupt, the
winding up continue under section 16, if the bankruptcy ends on
as stated in the second paragraph. Lag (2003:865).
section 20 If an association is declared bankrupt or decision on
corporate restructuring under the Act (1996:764) if
corporate restructuring is announced for the Association, shall
District Court for registration, inform
the Registrar of the decision and who has been appointed
to the bankruptcy trustee.
During the bankruptcy proceeding, represented the Association as bankrupt by the
Board of Directors and Managing Director or the liquidators who
available at the beginning of a bankruptcy. Even in bankruptcy, however,
the provisions of this law concerning the right to resign if the dismissal
and if the replacement.
When a bankruptcy is completed or a corporate reorganisation
According to the law on corporate restructuring has ceased, the
the District Court shall immediately notify the registration
the Registrar and in the former case specify if any
surplus exists or not. The District Court shall also
registration shall inform the Registrar when the higher law
have reversed a decision to put the club into bankruptcy or
a decision on debt restructuring. Law (2006:705).
Specific provisions relating to compounds that are amenable to resolution
section 21 Of the Board of Directors of an association that is subject to the law (2015:1016) if the resolution considers that the question of the liquidation should be referred to the general meeting, it shall inform the national debt and the financial supervision authority thereof.
If the Association is placed in the resolution or the Swedish national debt Office informs the Board that the Association shall be by resolution, may not notice of a general meeting shall be issued. Law (2015:1022).
section 22 If a case under 3, 4 or 4 a of refers to an association governed by the law (2015:1016) concerning the resolution, to the right or the Registrar notify the national debt and the financial supervision authority that the matter has been initiated.
Court or the Registrar shall not decide on the liquidation, of the Swedish national debt Office has announced that the Association is or should be in the resolution. Law (2015:1022).
12 Cape. Fusion
Fusion between economic associations
What the merger means
(1) two or more cooperative entities can join together by
all assets and liabilities of one or more of the
unions are taken over by another compound (fusion). At
the merger dissolved the surrendering unions without
liquidation and the members of this or these compounds are
members of the takeover.
Fusion can take place
1. between the takeover the Club on one side and one or
several compounds being acquired on the other (absorption), or
2. between two or more transferors compounds by the
forming a new, taking over compound (combination). Law (2008:3).
The participating associations ' accounting currency
Article 2 of the Merger may take place only if the transferring and take-over
unions have the same accounting currency. Law (2008:3).
Fusion when surrendering compound has gone into liquidation
paragraph 3 of the Fusion may occur even if the transferor compound has gone in
liquidation, provided that the shift of the Association's
assets have not begun.
If surrendering compound has gone into liquidation, the
the joint liquidators, when a merger plan has been drawn up in accordance with paragraph 4,
leave the final account of their management. When the merger plan
have taken effect in society, should be submitted as
presented at a general meeting. For the final report and its
Review: valid in General as provided for in Chapter 11. section 14.
The liquidation shall be deemed completed when notification of the merger has
registered under section 17 or an authorization to effect a
merger plan has been registered in accordance with paragraph 21.
Law (2008:3).
/Rubriken entry into force: 07/01/2016
Specific right holders ' position
3 a section/entry into force: 07/01/2016
Holders of shares with special rights in a merged Union will in the takeover the Club have at least equivalent rights in the Association. However, this does not apply if the holders pursuant to the merger plan has the right to have their securities redeemed by the takeover. Law (2016:108).
The establishment of the merger plan
4 §/expires U: 2016-07-01/
The boards of devolution and, by absorption,
takeover Association shall establish a common, dated
merger plan. The plan must be signed by the Board of Directors of each
of the compounds.
In the merger plan shall for each compound set
1. company name, registration number and the place where the Board of Directors shall have
its registered office,
2. the planned time of surrendering the right of Association
resolution, and
3. the rights in the takeover the Association to be
apply to holders of securities with special rights in
surrendering compound or what actions should
be taken for the benefit of those owners.
In the merger plan shall also contain a statement of the
circumstances that might be of importance for the assessment of
Fusion fitness for unions.
When combined, the merger plan may also contain
1. the statutes of the takeover Association, and
2. full name, social security number or, if there is none,
date of birth and address of Board member and Auditor
and, where applicable, Deputy Director and
Deputy auditor. Law (2008:3).
4 section/entry into force: 07/01/2016
The boards of devolution and, upon absorption, taking over compounds to establish a common, dated merger plan. The plan must be signed by the Board of Directors of each of the unions.
In the merger plan shall for each compound set
1. company name, registration number and the place where the Board of Directors shall have its registered office,
2. the planned time of surrendering the voluntary dissolution,
3. the special benefits which, where appropriate, members of any of the unions shall have, and
4. what rights in the takeover as the holders of securities with special rights in a merged Union will have or what actions should be taken for the benefit of those owners.
In the merger plan shall also contain a description of the circumstances that might be of importance for the assessment of the suitability of the merger of unions. If members of any of the unions shall have special benefits in connection with the merger, should it emerge from the report how the benefits have been determined.
When combined, the merger plan may also contain
1. the statutes of the takeover Association, and
2. full name, social security number or, if there is none, date of birth and address of Board member and Auditor and, where applicable, Deputy Director and deputy auditor. Law (2016:108).
Supplementary information
§ 5/expires U: 2016-07-01/
To the merger plan, it shall be accompanied by a copy of the unions '
annual reports for the last three financial years.
If the merger plan has been drawn up no later than six months after
the end of the last financial year for which the annual report
and the audit report was submitted, it shall proceed to plan
be accompanied by an overview of the activities and
performance as well as for investments and changes in
liquidity and funding since the previous fiscal year
output. In the statement, it also provided monetary data on
net sales and profit before appropriations and
taxes during the reporting period. If there are special reasons,
an approximate amount indication of the result shall be provided. The data
shall relate to the period from the end of the fiscal year to a day
that is not earlier than three months before the merger plan
be established.
If there is anything in particular that prevents it, should it in
the statement referred to in the second subparagraph also to be equivalent
data for the same reporting period during the preceding
fiscal year. Concepts and terms shall, as far as possible
be consistent with those used in the most recently tabled
the annual accounts or, where appropriate,
the consolidated financial statements.
To the merger plan, it shall also be accompanied by the
1. one of the Auditors delivered observations on the report
referred to in the third subparagraph of paragraph 4, and
2. one of the Auditors delivered observations on the information
referred to in the second subparagraph. Law (2008:3).
§ 5/entry into force: 07/01/2016
To the merger plan, it shall be accompanied by a copy of the clubs ' annual reports for the last three financial years.
If the merger plan has been drawn up no later than six months after the end of the last fiscal year for which the annual report and the Auditors ' report have been provided for, it shall proceed to plan annexed to a summary account of activities and results as well as for investments and changes in liquidity and financing since the previous fiscal period. In the statement, it also provided monetary data on net sales and profit before appropriations and taxes during the reporting period. If there are special reasons, get an approximate amount indication of the result shall be provided. The information must relate to the period from the end of the fiscal year to a day that is not earlier than three months before the merger plan is drawn up.
If there is anything in particular that prevent it, in the report referred to in the second subparagraph also to be equivalent data for the same reporting period in the last financial year. Concepts and terms should as far as possible be consistent with those used in the most recently tabled annual report or, where appropriate, consolidated accounts. Law (2016:108).
/Rubriken entry into force: 07/01/2016
Auditor's review of the merger plan
5 a section/entry into force: 07/01/2016
The Auditors in each of the unions should express its opinion on
1. the report referred to in paragraph 4, third subparagraph, and
2. the information referred to in paragraph 5 of the second paragraph.
By absorption, the opinions also indicate if the Auditors have found that the merger poses danger to the creditors of the Association does not takeover to get their claims paid.
If all the members of the associations involved in the merger have agreed to it, the opinions are limited to the circumstances referred to in the second subparagraph.
The Auditors ' opinions shall be attached to the merger plan.
Law (2016:108).
5 b/entry into force: 07/01/2016
An auditor referred to in paragraph 5 shall be an authorized or certified accountant or a registered public accounting firm.
Unless otherwise follows from the Constitution, the auditor is appointed by the general meeting. If the Association already has an authorized or certified public accountant, he or she shall carry out the audit.
For an auditor is appointed to carry out the examination referred to in section 5 applies to Chapter 8. section 15 and section 16 of the second and third paragraphs.
Law (2016:108).
5 c §/entry into force: 07/01/2016
The Management Board, the Executive Director and the accountant in a compound that will be involved in the merger shall give every auditor who performs the review under 5 a of the opportunity to implement the review to the extent that it considers necessary.
They shall also provide the information and assistance as requested.
The same obligations have an accountant who performs the review referred to in paragraph 5 (a) against other such Auditors. Law (2016:108).
Registration of merger
6 §/expires U: 2016-07-01/
Within one month of the establishment of the merger plan, the
inheriting the Association or, in combination, the oldest of the
merged unions give up plan with attached documents
to the companies Registration Office for registration in the register of associations.
A statement of registration, in accordance with Chapter 15. 2 § announced. If
plan is published in its entirety, it should in the notice must be provided
indication of where it is available. Law (2008:3).
6 §/entry into force: 07/01/2016
Within one month of the establishment of the draft terms of merger, the acquiring Club or, in combination, the oldest of the merging unions give up plan with attached documents to the companies Registration Office for registration in the register of associations. A statement of registration, in accordance with Chapter 15. 2 § announced. If the plan is published in its entirety, it should in the notice be submitted where it is available.
The first subparagraph shall not apply in the case of a merger where all members in all participating unions have signed the merger plan. Law (2016:108).
When the merger plan shall be submitted to the general meeting
section 7/expires U: 2016-07-01/
The merger plan shall be submitted to the general meeting of all
transferring compounds.
The meeting may be held no earlier than one month after the indication of
the merger plan's registration has been published. Law (2008:3).
section 7/entry into force: 07/01/2016
The merger plan shall be submitted to the general meeting of each of the merging unions.
If at least 5 per cent of the voting rights in the takeover the Club requests it, the merger plan also submitted to the general meeting of the Association. Such a request shall be made within two weeks from the date that the task that the merger has been registered, has been published in accordance with Chapter 15. 2 §.
The meeting may be held no earlier than one month after the plan's stating the registration Fusion has announced.
First to third subparagraphs shall not apply in the case of a merger where all members in all participating unions have signed the merger plan. Law (2016:108).
The provision of the draft terms of merger, etc.
section 8/expires U: 2016-07-01/
The Board shall keep the merger plan with attached documents
available for all persons entitled to vote, for Association members
and holders of subordinated shares for at least one month before the
General meeting at which the question of approval of the draft terms of merger shall
treated. The documents should be available at the society
at the place where the Board of Directors has its seat. Copies of the documents
will immediately and at no cost to the recipient shall be sent to the
persons entitled to vote, members and holders of subordinated units
so request and provide their postal address. Law (2008:3).
section 8/entry into force: 07/01/2016
If a question about approval of the merger plan under section 7 shall be submitted to the general meeting, the following applies.
The notice shall contain information on the main content of the merger plan.
The Board shall keep the merger plan with attached documents available to the persons entitled to vote, members and holders of subordinated shares for at least one month before the general meeting at which the question of approval of the draft terms of merger must be treated.
The documents should be available at the Association in the place where the Board of Directors has its seat.
Copies of the documents shall immediately and at no cost to the recipient will be sent by mail to all persons entitled to vote, members and holders of subordinated shares that request and state their address. In Chapter 1. section 8 specified when the documents may be sent by electronic means. Law (2016:108).
Majority requirements, etc.
§ 9/expires U: 2016-07-01/
A Union general meeting decision on approval of the draft terms of merger
is valid only if it has been advised by nine-tenths of the
persons entitled to vote or have taken on two consecutive
General meetings and at the later meeting has been advised of the
at least two-thirds of those voting. Of the statutes,
provide conditions which go further.
If any of the meetings to approve the merger plan did not
approves the plan in its entirety, the fall issue of fusion.
Law (2008:3).
§ 9/entry into force: 07/01/2016
A Union general meeting decision on approval of the merger plan is valid only if it has been advised by at least two-thirds of those voting. Of Chapter 7. section 32 States that the in-laws may be brought in more far-reaching terms for that decision to be valid.
If any of the meetings to approve the merger plan did not approve the plan in its entirety, the fall issue of fusion.
Law (2016:108).
/Rubriken expires U: 2016-07-01/
Notice to the transferor association known creditors
/Rubriken entry into force: 07/01/2016
Notice to known creditors of the Association
section 10/expires U: 2016-07-01/
When the merger has taken effect in all
associations participating in the merger, each of the
merged unions inform their famous
creditors of the decision. Notifications shall indicate
that the association intends to apply for permission to execute
the merger plan and the creditors ' right to object
that the merger plan is executed.
Creditors whose claims relating to a claim for wages, salaries, pensions
or other compensation covered by the wage guarantee pursuant to
the wage guarantee Act (1992:497), need not be informed.
Law (2008:3).
section 10/entry into force: 07/01/2016
When the merger has taken effect in all the unions involved in the merger, each of them shall notify its known creditors of the decision.
The notifications shall contain the information that the association intends to apply for permission to enforce the merger plan and the creditors ' right to object to the merger plan is executed.
Creditors of the takeover the Association need not be notified, if the Auditors in opinion on merger plan
According to 5 a § has stated that they have not found that the merger poses any danger to those creditors. Nor does it require notification be sent to creditors whose claims relating to a claim for wages, pension or other compensation covered by the wage guarantee pursuant to the wage guarantee Act (1992:497).
Law (2016:108).
Application for authorization to effect the merger plan
11 §/expires U: 2016-07-01/
The takeover the Association or, in combination, the
oldest of the merging unions must apply for permission
to effect the merger plan. The application shall be made in
The companies registration office. It shall be submitted within one month of
the merger plan has taken effect in all societies and
at the latest two years after the statement that the plan has
registered has been published.
The following documents shall be annexed to the application:
1. a copy of the draft terms of merger;
2. certificate from the merged unions ' boards or
CEOs that the unions ' known creditors
has been notified under section 10, and
3. a copy of the minutes of the general meeting referred to in
7 §.
If the applicant does not have enclosed the documents referred to in the second
subparagraph, shall submit to the Office to remedy the deficiency.
If the applicant fails to do so, the application shall be rejected. Law (2008:3).
11 §/entry into force: 07/01/2016
The takeover the Association or, in combination, the oldest of the merging unions shall apply for authorisation to effect the merger plan. The application must be made with the companies registration office. It shall be submitted within one month after the merger has taken effect in all societies and, if the merger plan has been registered pursuant to section 6, no later than two years after the statement that the plan has been registered has been published.
The following documents must be enclosed to the application:
1. a copy of the draft terms of merger;
2. certificate from the unions ' boards of directors or Chief Executives of the unions ' known creditors are notified under section 10 and, in the case referred to in paragraph 6, second subparagraph, that all the members have signed the merger plan, and
3. where applicable, a copy of the minutes of the general meeting referred to in section 7.
If the applicant does not have enclosed the documents referred to in the second paragraph, the applicant shall submit to the companies registration office to remedy the deficiency. If the applicant fails to do so, the application shall be rejected.
Law (2016:108).
section 12 of the companies registration office shall refuse an application under section 11 if
1. the merger plan has not been approved in the competent scheme or to
their content contravenes the law or the
the statutes, or
2. the merger has been prohibited under the Competition Act (2008:579)
or pursuant to Council Regulation (EC) No 139/2004 of 20
January 2004 on the control of concentrations between undertakings or
review of the merger is in progress under the competition act or the
the said regulation.
If the application cannot be granted because the trial
under the competition act or pursuant to Council Regulation (EC) no
139/2004 and the trial is likely to be completed within a short period of time,
get the Swedish companies registration office to explain the licensing issue dormant for up to
six months. Law (2008:596).
section 13 during the time that Bolagsverket's handling of an application
According to section 11 is under way, the tax office may decide that, for a
period of time not exceeding twelve months is an impediment to the
implementation of the merger plan. Time may be extended, if it
There are special reasons. Extension shall only occur with three
months at a time. As long as the tax agency's decision applies, shall
Bolagsverket's processing of the application under section 11 of the rest.
The Revenue Commissioners may decide in accordance with the first paragraph only if
1. it is justified in the public interest,
2. the authority has decided on the revision of the organisation, and
3. There is reason to believe that the audit would be complicated
significantly by the merger. Law (2008:3).
/Rubriken expires U: 2016-07-01/
Notice to creditors of Association being acquired
/Rubriken entry into force: 07/01/2016
Notice to creditors of the associations
section 14/expires U: 2016-07-01/
If the Office finds that there is no obstacle to
an application under section 11, should really call the surrendering
unions ' creditors. The work shall not, however, call
creditors whose claims relating to a claim for wages, salaries, pensions
or other compensation covered by the wage guarantee pursuant to
the wage guarantee Act (1992:497).
The notice shall contain an order for those who want to
oppose the application that last day in writing notify
this. The notice shall contain a statement that he
or she would otherwise be deemed to have accepted the application.
Bolagsverket should expeditiously announce the convocation in the postal and
Home Magazines. The work should also send a special
the notification of the summons to the Swedish tax agency. Law (2008:3).
section 14/entry into force: 07/01/2016
If the Office finds that there is no obstacle to an application under section 11, should really call the clubs ' creditors. The work shall not, however, call
1. the creditors of the acquiring organisation, if the Auditors in response to the merger plan under section 5 has stated that they have not found that the merger poses any danger to those creditors, or
2. creditors whose claims relating to a claim for wages, pension or other compensation covered by the wage guarantee pursuant to the wage guarantee Act (1992:497).
The notice shall contain an order for anyone who wishes to oppose the application, within a given day report this in writing. The notice shall contain a statement that the he or she would otherwise be deemed to have accepted the application.
Bolagsverket should expeditiously announce the notice in the Gazette. The work should also send a separate notification of the notice of the tax agency. Law (2016:108).
When the Swedish companies registration office must provide permission to the President of
merger plan
section 15 If none of the creditors who have been called
According to section 14, oppose the application within the prescribed time,
Bolagsverket give clubs permission to execute
the merger plan. Oppose any creditor application, should work
submit the case to the District Court of the place where the Board of Directors of
the takeover the Association shall have its seat. Law (2008:3).
When the General Court shall submit the authorization for execution of
merger plan
section 16 If a case for permission to the President of
the merger plan has been submitted to the Court under section 15, the
consent is granted if it is shown that the creditors who have the opposite
the application itself has received full payment, or have satisfactory
Security for their claims. Otherwise, the application shall be rejected.
Law (2008:3).
Registration of merger
section 17 of the Board for the takeover, the Association shall notify
merger for registration in the register of associations. When combining
the Board of Directors shall also notify the registration that has
appointed to the Board of Directors and, where applicable,
Deputies in the takeover.
The notification shall be made not later than two months from Bolagsverket's
authorization for execution of merger or, when
consent is granted by the General Court, from the Court's
decision has become final.
The provisions of the third paragraph of section 38 shall apply if
1. any of the compounds involved in the merger or something
other company by merger has gone up in any of these
unions have previously participated in a cross-border
Fusion,
2. the cross-border merger is registered within three years
prior notification for registration as referred to in the first subparagraph, and
3. any of the compounds are still covered by a system of
workers ' participation under the Act (2008:9) on workers '
participation in cross-border mergers. Law (2008:3).
Merger
section 18/expires U: 2016-07-01/
When a notification of the merger under section 17 of the registration,
entering the following consequences.
1. Devolution of association assets and liabilities with the exception
for claims for damages under Chapter 13. 1-3 of which are connected
with the merger passes to the takeover.
2. Transferring the coalition dissolved.
3. in combination: the takeover the Club considered formed.
4. The members of the company being acquired become members of the Association
taking over the compound.
Notwithstanding the first subparagraph, a tenth of all
voters in a surrendering compound Board
request that a general meeting be convened to address the
the question of whether action should be brought under Chapter 13. § 5. In so
case to Chapter 7. the second subparagraph of paragraph 7 shall apply.
If the General Meeting decides to bring an action under the second subparagraph, shall
at the same time decide that the Association shall enter into liquidation.
At the completion of the liquidation, Chapter 11. applied.
The joint liquidators need not apply for calling on unknown
creditors. Team (2013:736).
section 18/entry into force: 07/01/2016
When a notification of the merger under section 17 of the registration, the following consequences.
1. Devolution of association assets and liabilities with the exception of claims for damages under Chapter 13. 1-3 of which are connected with the merger passes to the takeover.
2. Transferring the coalition dissolved.
3. in combination: the takeover the Club considered formed.
4. the members of the Association being acquired become members of the takeover.
Notwithstanding the first subparagraph, a tenth of all eligible voters in a merged Union of the Board of Directors may request that a general meeting be convened to address the question of whether action should be brought under Chapter 13. § 5. In so
case to Chapter 7. paragraph 15, second subparagraph, shall apply.
If the General Meeting decides to bring an action under the second subparagraph, it shall at the same time, decide that the Association shall enter into liquidation.
At the completion of the liquidation, Chapter 11. applied.
The joint liquidators need not apply for calling on unknown creditors. Law (2016:108).
The question of fusion fall
section 19 of the companies registration office to explain that the question of fusion has fallen,
If
1. the application referred to in section 11 for permission to execute
the merger plan has not been made within the prescribed time or such
application has been refused by a decision which has become final,
2. the notification under section 17 has not been made within the prescribed time,
or
3. Companies registration office by decision which has become final has
written off a case if the registration under section 17 or has
refused registration. Law (2008:3).
Member's right to secession
20 §/expires U: 2016-07-01/
A member of a transferring organization that has not agreed
to the merger may resign to the exit within the time limit and on
the conditions laid down in Chapter 7. paragraph 15, third paragraph.
Law (2008:3).
20 section/entry into force: 07/01/2016
A member of a transferring organization that has not agreed to the merger must resign for the withdrawal within the time limit and under the conditions laid down in Chapter 7. 48 section. Law (2016:108).
Fusion between an economic association and a wholly-owned
daughter joint stock company
section 21/expires U: 2016-07-01/
If an economic association owns all the shares in a
daughter company, can the Association's and the company's boards
decide that the company should go up in the Association by fusion. A
such a merger may not happen, if the daughter company is a
limited company with specific payout limit.
In the case of merger applies
section 2 of the accounting currency;
3 § if fusion when surrendering compound has gone into liquidation,
section 4 establishing the merger plan,
section 6 of the registration of the merger plan,
section 10 on notification to known creditors,
sections 11-13 of the application for authorization to effect the merger plan,
section 14 of the notice to creditors,
section 15 on when Bolagsverket should leave State to the Executive
of the merger plan,
section 16 when a General Court to leave the State to
implementation of the merger plan, and
19 § 1 if, when the question of fusion fall.
For the purposes of the second paragraph, what is said in the
specified paragraphs if surrendering compound instead refer to
daughter company. As stated in section 3 of Chapter 11. section 14 shall, in
rather than refer to chapter 25. 40 of the Swedish companies Act (2005:551).
A condition to the effect of merger to be registered in
the register of associations. Upon registration, the following ensues
legal effects.
1. the Daughter company's assets and liabilities transferred to
the Association.
2. the dissolution of the Subsidiary company. Law (2008:3).
section 21/entry into force: 07/01/2016
If an economic association owns all the shares in a subsidiary corporation, can the Association's and the company's boards of Directors decide that it should go up in the Association by fusion. Such a merger may not happen, if the daughter company is a limited liability company with specific payout limit.
In the case of merger applies
section 2 of the accounting currency;
3 § if fusion when surrendering compound has gone into liquidation,
3 a section about specific right holders ' position,
section 4 establishing the merger plan,
5 a-5 c sections of the auditor's review,
section 6 of the registration of the merger plan,
section 7 of the second to fourth paragraphs about when the merger plan will be submitted to the general meeting,
section 8 relating to the provision of the draft terms of merger, etc.,
§ 9 about majority requirements, etc.,
section 10 on notification to known creditors,
sections 11-13 of the application for authorization to effect the merger plan,
section 14 of the notice to creditors,
section 15 on when Bolagsverket should leave the State of execution of the merger plan,
section 16 when public court should leave the State of execution of the merger plan, and
19 § 1 if, when the question of fusion fall.
For the purposes of the second paragraph, it is said in the specified paragraphs if surrendering compound instead refer to the daughter company. It is stated in section 3 of Chapter 11. section 14 should instead refer to chapter 25. 40 of the Swedish companies Act (2005:551).
A condition to the effect of merger to be registered in the register of associations. During registration shall arise the following consequences.
1. the Daughter company's assets and liabilities transferred to the Association.
2. the dissolution of the Subsidiary company.
Law (2016:108).
Fusion between an economic association and a corresponding foreign
legal person
Applicable provisions
section 22/expires U: 2016-07-01/
A Swedish Business Association may participate in a merger with a
the corresponding legal resident of another State within the
European economic area than Sweden
(cross-border mergers). A legal person shall be considered to have
such a resident if it is incorporated under the law of a
State of the European economic area and has its
registered office, Central Administration or principal place of business within the
This area.
For a cross-border merger is subject to the following provisions of the
This chapter:
section 1 about what a merger means,
3 § if fusion when surrendering compound has gone into liquidation,
23 and 24 sections about the merger plan,
paragraph 25 of the report of the Board,
paragraph 5 of the first-third paragraphs of additional information,
26-30 sections of the auditor's review,
6 and 31 of the registration of the merger plan,
7 and §§ 32 when the merger plan shall be subject to
the general meeting,
section 33 if the provision of the draft terms of merger, etc.,
§ 9 about majority requirements, etc.,
§ 34 a conditional decision on the approval of the merger plan,
section 10 on notification to the assignor association known
creditors,
11-13 and 35 § § where the application for authorisation to effect
the merger plan,
section 14 of the notice to creditors, surrendering the right of Association
section 15 on when Bolagsverket should leave State to the Executive
of the merger plan,
section 16 when a General Court to leave the State to
implementation of the merger plan,
36 § if fusion certification
sections 37 and 38 concerning the registration,
18 and 39 sections about the merger,
19 § when the question of fusion fall, with what is in the
the section about the section 17 shall refer to section 38,
section 20 of the Member the right to secession, and
40 section on particular financial statement. Law (2008:3).
section 22/entry into force: 07/01/2016
A Swedish Business Association may participate in a merger with a corresponding legal resident of another State within the European economic area other than Sweden (cross-border mergers). A legal person shall be considered to have such a resident if it is incorporated under the law of a State within the European economic area and having their registered office, Central Administration or principal place of business in this area.
For a cross-border merger is subject to the following provisions of this chapter:
section 1 about what a merger means,
3 § if fusion when surrendering compound has gone into liquidation,
3 a section about specific right holders ' position,
23 and 24 sections about the merger plan,
paragraph 25 of the report of the Board,
paragraph 5 of the additional information,
5 (b), 5 (c), 26, 29 and 30 § § about Auditors ' review, referred to in 5 (b) and 5 (c) sections 5 (a) § shall relate to section 26,
section 6 of the first paragraph and section 31 concerning the registration of the merger plan,
paragraph 7 of the first to third paragraphs about when the merger plan shall be submitted to the general meeting,
section 33 if the provision of the draft terms of merger, etc.,
§ 9 about majority requirements, etc.,
§ 34 a conditional decision on the approval of the merger plan,
section 10 on notification to known creditors,
11-13 and 35 § § where the application for authorisation to effect the merger plan,
section 14 of the notice to creditors,
section 15 on when Bolagsverket should leave the State of execution of the merger plan,
section 16 when public court should leave the State of execution of the merger plan,
36 § if fusion certification
sections 37 and 38 concerning the registration,
18 and 39 sections about the merger,
19 § when the question of fusion fall, in which case it is stated in the paragraph on section 17 shall refer to section 38,
section 20 of the Member the right to secession, and
40 section on particular financial statement.
Law (2016:108).
Merger plan, etc.
section 23 When a cross-border merger, the Board of Directors in Swedish
compound involved in the merger, along with the corresponding
bodies in the foreign compounds involved in the merger, establish
a merger plan. The Board of Directors shall sign the merger plan.
Law (2008:3).
section 24 of the merger plan under section 23 shall indicate
1. the merging unions form, name and registered office,
2. utbytesförhållanden between the shares and the
securities in transferring and take-over compound and
any cash payment,
3. the conditions for the award of the units and
occurring in the takeover Association,
4. the cross-border merger likely consequences for
employment,
5. the date from which and the conditions under which holdings and
occurring securities eligible for dividends in the
takeover Association,
6. the date from which the merging unions
transactions for accounting purposes shall be deemed to be included in the
takeover Association,
7. what rights in the takeover the Association to be
apply to holders of special rights of assignor
Association or what actions should be taken to
benefit of those holders,
8. fees and other special benefit which, by reason of
the merger shall be made to a Director, Chief Executive
Director or equivalent senior management or to the
performing the review in accordance with section 26 of or section 29 2,
9. the statutes of the Association, the takeover
10. the value of the assets and liabilities to be transferred to
the takeover and the considerations which have been made
in the valuation, and
11. date of the accounts has been the basis for
the determination of the conditions of the merger.
Where appropriate, the merger plan also indicate
about how the workers involved in the process through which the shapes
for employee participation in the takeover Association
be decided.
When combined, the merger plan also indicate
the take-over form, name and registered office of the Association. Law (2008:3).
section 25 of the Board of Directors of each of the unions participating in the
the merger will establish a description of the circumstances
can be important in assessing the suitability of the merger
unions. In the statement shall also set out the legal
and economic aspects have been taken into account in determining
the terms of the merger. The report shall also indicate
about the likely consequences of the merger for members, creditors
and employees. If the Board of Directors in a reasonable time, an opinion from the
workers ' representatives, should be annexed to this opinion
the statement. Law (2008:3).
Auditor's review
section 26 of each of the unions participating in a
cross-border merger, the merger plan and the Board's
statement be audited by one or more auditors. Review
to be as extensive and detailed as generally accepted auditing standards
requires. For each compound to the auditor or auditors
draw up an opinion on the review. The opinions shall
indicate whether the conditions referred to in section 24, first paragraph
2 and 3 have been determined in an objective and accurate way. In doing so,
shall indicate the methods used for the
the valuation of the assets and liabilities of the associations, the result
of the applied methods of valuation, as well as their suitability and
the importance that has been given to them by the comprehensive assessment
the value of each of the unions. Specific difficulties
to estimate the value of the property shall be observed.
The Auditors ' opinions shall be annexed to the merger plan.
Law (2008:3).
section 27/expire U:2016-07-01 by law (2016:108)./
An auditor referred to in section 26 shall be an authorized or
approved public accountant or a registered public accounting firm. If not
otherwise specified by the statutes, the auditor is appointed by the
the general meeting of each association. Are there any special
Auditor is not appointed, should the review be carried out instead of
the Association's accountants, if they have the qualifications set out in the
the first sentence.
For an auditor is appointed to carry out the audit in accordance with
section 26 applies the provisions of Chapter 8. section 15 and section 16 of the other and
third subparagraphs. Law (2008:3).
section 28/expire U:2016-07-01 by law (2016:108)./
The Management Board, the Executive Director and the accountant in a
Association to participate in the cross-border merger shall give
each auditor to perform the audit in accordance with section 26 of the opportunity to
execution of the audit to the extent which it considers to be
necessary. They shall also provide the information and assistance
is requested. The same obligation is an accountant who performs the review
According to section 26 against other such Auditors. Law (2008:3).
section 29/expires U: 2016-07-01/
The provisions relating to auditors in paragraphs 26-28 will not
applied, if
1. all members of the unions participating in the
cross-border merger has consented to it, or
2. The companies registration office or a foreign competent authority in a State
where any of the participating unions have established after
a common request from the merging unions have
appointed or approved by one or more independent experts to
on behalf of all associations to review the merger plan and
establish a joint written report for all compounds.
What is said in paragraph 28 of about Auditors ' right to information and
Counsel also applies for the designated to carry out review
under the first subparagraph 2. Law (2008:3).
section 29/entry into force: 07/01/2016
The provisions relating to auditors in 5 (b), 5 (c) and 26 § § shall not apply, if
1. all members of the associations involved in the cross-border merger has consented to it, or
2. The companies registration office or a foreign competent authority in a State where any of the participating unions have their place of residence, after a joint request from the merging unions, has appointed or approved by one or more independent experts for all the associations Bill review the draft terms of merger and draw up a single written report to all associations.
It is stated in section 5 c about Auditors ' right to information and assistance also applies to those who are appointed to carry out the review under this section.
In case of merger by acquisition, the Fusion plan attached to an opinion from one or more such Auditors as set out in section 5 (b) with such content referred to in paragraph 5 (a). Such opinion shall for the purposes of sections 10 and 14 are considered as an Auditors ' report under section 26.
Law (2016:108).
section 30/expires U: 2016-07-01/
The companies registration office appoints to carry out auditing according to
section 29, first paragraph 2 should be a certified or approved
public accountant or a registered public accounting firm. In the case of
the review process and the content of the report drawn up terms
mutatis mutandis, the provisions of section 26 and section 27 other
paragraph. Law (2008:3).
section 30/entry into force: 07/01/2016
The companies registration office appoints to carry out the review in accordance with section 29, first paragraph 2 shall be an authorized or certified accountant or a registered public accounting firm. In the case of the review process and the content of the report applies mutatis mutandis to paragraph 5 (b) and section 26.
Law (2016:108).
Registration of merger
section 31 During a cross-border merger shall the obligation under
section 6, to submit the merger plan with attached documents for
registration carried out by the Swedish Association that participates in
the fusion. If several Swedish associations involved, the obligation
carried out by the Swedish Association takeover Coalition
or, if the Association does not takeover is a Swedish
Association, the oldest of the surrendering Swedish unions.
If the merger plan or the supporting documents annexed to the plan
is written in a language other than Swedish, the applicant shall submit a
translation into Swedish. The translation shall be made by a
translators who are certified or have an equivalent foreign
permission. The Swedish companies registration office may grant to any translation is not
is given in.
In the notification, the registration shall be provided indicating
1. form, name and registered office of each of the merging
unions,
2. the register in which the unions are registered and the number
used for identification in the registry,
3. how creditors and, where applicable, members shall
proceed to exercise their rights as well as the addresses where
for complete information about this procedure free of charge can
be obtained, and
4. associations ' addresses.
When the registration is published in accordance with Chapter 15. section 2 of the notice shall
contain the information referred to in the third subparagraph, 1-3.
Law (2008:3).
/Rubriken expires U: 2016-07-01/
When the merger plan shall be submitted to the general meeting
32 §/expire U:2016-07-01 by law (2016:108)./
In a cross-border merger shall, if requested by at least five per cent
of those entitled to vote in the takeover the Association so requests,
the merger plan is also subject to the general meeting of the
the Association. Such a request shall be made within two weeks from the
the statement that the merger plan has been registered has been published
According to chapter 15. 2 §. The meeting may be held no earlier than two weeks
After the indication of the Fusion plan's registration has
Proclamation. Law (2008:3).
The provision of the draft terms of merger
33 §/expires U: 2016-07-01/
In a cross-border merger, the Board shall be in a
Association participating in merger keep merger plan with attached
documents and the Board's statement pursuant to section 25 of the available
of persons entitled to vote, for the Association's members, for
holders of subordinated shares, for workers ' organisations
representing workers in the Association and for workers
not represented by any employee organization. Documents
shall, for at least one month before the general meeting where the issue
on the approval of the draft terms of merger must be treated, kept
available from the Association in the place where the Board of Directors shall have
its seat. Copies of the documents shall immediately and free of charge
the recipient shall be sent to the persons entitled to vote, members and
holders of subordinated shares that request and state their
postal address. Law (2008:3).
33 section/entry into force: 07/01/2016
In a cross-border merger, the Board of Directors of an association involved in the fusion keep merger plan with attached documents, and the Board's statement pursuant to section 25 of the disposal of the persons entitled to vote, for the Association's members, for holders of subordinated shares, for workers ' organisations representing workers in the Association and for workers who are not represented by any employee organization. The documents shall, for at least one month before the general meeting at which the question of approval of the draft terms of merger must be treated, be available at the Association in the place where the Board of Directors shall have its registered office.
Copies of the documents shall immediately and at no cost to the recipient will be sent by mail to all persons entitled to vote, members and holders of subordinated shares that request and state their address. In Chapter 1. section 8 specified when the documents may be sent by electronic means. Law (2016:108).
Conditional approval of the merger plan
section 34 the general meeting in a compound that participates in a
cross-border merger may condition the decision approving
the merger plan of a subsequent general meeting of shareholders approves the shapes
be adopted for employee participation in the takeover
the Association. Law (2008:3).
Application for authorization to effect the merger plan
section 35 In a cross-border merger, the application under section 11 of the
made by the Swedish Association involved in the merger. If multiple
Swedish unions involved, the application shall, where appropriate,
made by the Swedish Association takeover Coalition
or, if the Association does not takeover is a Swedish
Association, the oldest of the surrendering Swedish unions.
Law (2008:3).
Issuance of certificate of merger
36 § In a cross-border merger, the companies registration office, when it
There is a final decision on the permit to
implementation of the merger plan pursuant to section 15 or 16 and the
or the Swedish associations participating in the merger are otherwise
completed as required by this law, for each such
Association issue a certificate to that part of the procedure that
is regulated by Swedish law has been made in the prescribed manner. A
such a certificate shall not be issued if it has brought an action against the
the general meeting's decision to approve the merger plan and target
not definitively settled. Law (2008:3).
The registration of the merger when the takeover the Association shall have
domiciled in a State other than Sweden
section 37 If the takeover has, or, when combined,
shall have a domicile in another State than Sweden, to a Swedish
compound involved in the merger before the registration of the merger
give into the fusion certificate referred to in section 36, along with a
copy of the draft terms of merger, to the competent authority of the
State. The certificate shall be lodged within six months from the time
When it was issued.
After notification by the competent foreign authority if
that merger has taken place, the Swedish companies registration office in the register of associations
include a statement that the Swedish surrendering
associations that participated in the merger has been dissolved. Law (2008:3).
The registration of the merger when the takeover the Association shall have
domiciled in Sweden
section 38 If the takeover has, or, when combined,
must be resident in Sweden, the Swedish companies registration office to register the
cross-border merger in the register of associations. Registration for
registration shall be made by the Board in the takeover
the Association within six months from the date on which the certificate referred to in
section 36 was issued. When combined, the Board must also
registration of the designated
Board members and, where applicable, Deputy
in the takeover.
The Swedish companies registration office shall register the merger only if the
1. the Agency has issued a certificate under section 36 for every American
compound involved in the merger,
2. the foreign compounds involved in the merger have given in
the corresponding certificate from the competent authorities of the States in which they
is registered, along with a copy of the draft terms of merger, and
3. There is no impediment to registration
of the merger.
If the law (2008:9) on workers ' participation in the
cross-border mergers are applicable, the merger
be registered only if
1. an agreement has been concluded, or a decision has been taken on the involvement
According to the law or the negotiation period has expired without
that such an agreement has been concluded, or a decision has been made, and
2. the takeover of the Association do not conflict with the
order of participation that apply as a result of the law.
The Swedish companies registration office shall, without delay, inform the competent authorities
in the States where the merged Association has established
If the registration. Law (2008:3).
Merger
39 section At a cross-border merger shall arise the
legal effects referred to in section 18 at the time has
established in the State where the Association has its takeover
resident. If the inheriting society established in
Sweden, entering legal effect at the time the
the merger is registered in the register under section 38.
Except as set forth in section 18, first paragraph, the
the merging unions ' rights and obligations
derived from the contract of employment or employment relationships and
existing at the time when the cross-border
the merger takes effect will be transferred to the acquiring organization.
Law (2008:3).
In particular, financial statements
40 section About a Swedish society is participating in a cross-border
merger and takeover the Association resident in a
State other than Sweden, the Board of the Swedish Association
set up a specific financial statement. The separate financial statements must
include the time of the annual report has not previously
drawn up until the date of legal effect of merger
entered under section 39.
The financial statements, the provisions on the annual accounts
in Chapter 6. 4, 5 and 8 of the accounting Act (1999:1078). Book end
shall be submitted to the companies registration office within one month from the expiry of the
period to which the accounts relate. Law (2010:1513).
Cross-border merger between an association and a wholly-owned
subsidiaries
section 41 If a Swedish Business Association owns all the shares in a
foreign legal person, which corresponds to a Swedish limited company
and is resident in the European economic
area, the foreign legal person go up in
the Association by fusion. Law (2008:3).
section 42 if a foreign legal person, which corresponds to a Swedish
Economic Association and is domiciled within the European
economic area, owns all of the shares in Swedish
limited liability company, the company may go up in the foreign legal
entity through merger. Such a merger may not happen, if
the company is a limited liability company with special
payout limit. Law (2008:3).
43 §/expires U: 2016-07-01/
When a merger under section 41 or 42 to the provisions
specified in section 22 apply, with the following exceptions.
1. Merger plan need not contain such information as
referred to in the first paragraph of section 24, paragraph 2, 3 and 5.
2. the provisions relating to auditors in paragraphs 26 to 30 and if
the general meeting consideration of the draft terms of merger of paragraph 7 shall not
applied.
3. in the case of the nature of the merger terms what
is said in the fourth paragraph of section 21 (1) and (2) instead of what is being said in
section 18, first paragraph, 1-4.
What is said about surrendering compound in this chapter shall at
the application of a merger under section 41 or 42 apply to the company.
Law (2008:3).
43 section/entry into force: 07/01/2016
When a merger under section 41 or 42 to the provisions set out in section 22 apply, with the following exceptions.
1. Merger plan need not include data referred to in the first paragraph of section 24, paragraph 2, 3 and 5.
2. the provisions relating to auditors in 5 (b), 5 (c), 26, 29 and 30 § § and if the general meeting consideration of the merger plan in paragraph 7 of the first paragraph shall not apply.
3. in the case of the nature of merger applies 21 paragraph 1 and 2 in place of section 18, first paragraph 1 – 4.
It is said about surrendering compound in this chapter, for the purpose of a merger under section 41 or 42 apply to the company. Law (2016:108).
Chapter 13. Damages etc.
§ 1 If a Board member or the Managing Director
intentionally or negligently injures the Association when he
to fulfil its mission, he shall compensate for the damage. The same applies to
When the damage done to a Union Member or anyone else by
violation of this law or the applicable annual accounting law
or by violation of the bylaws. Law (1999:1094).
section 2 of an auditor is liable according to the grounds
given in paragraph 1. The auditor is also responsible for harm intentionally
or negligently caused by the auditor's aide. In case
referred to in Chapter 8. 16 section 3 of this Act and Chapter 3.
section 1 of the Act (2009:62) on measures against money laundering and
However, the financing of terrorism, the auditor is responsible only for
damage due to incorrect information that the auditor or
the auditor's aides have had reasonable grounds to believe was
inaccurate.
If an audit firm's auditor, is the responsibility of the
the liability of this company and that is
the Chief of the audit. If an association or a
audit body referred to in Chapter 8. section 4 is an auditor, is the responsibility of the
liability anyone who has conducted the audit and
the who has appointed him or her. Law (2010:835).
3 §/expires U: 2016-07-01/
A Union Member or a person entitled to vote who are not members are required
to compensate for the damage that he by contributing to violation of this
the law or the statutes, either intentionally or recklessly inflicts
the Association, a member or someone else.
3 section/entry into force: 07/01/2016
A Union Member or a person entitled to vote who is not a Union Member shall compensate for the damage he or she intentionally or recklessly inflicts Association, a member or someone else by contributing to violation of this law, the applicable law concerning the annual accounts or the statutes. Law (2016:108).
section 4 If someone is liable according to §§ 1--3, damages can be adjusted
According to what is equitable having regard to the nature of the document, the nature of the
size and circumstances.
Should multiple replace the same damage, they answer jointly and severally liable for the damages in the
so far no liability has modified for any of those referred to in the first
paragraph. What someone has issued in the indemnity shall be claimed back from the other
According to what is reasonable in the circumstances.
§ 5 an action for compensation to the Association pursuant to §§ 1-3 can be brought, if at a
General meeting the majority or a minority consisting of at least one-tenth
of all persons entitled to vote has assisted with a proposal to bring a tort
action or, in the case of a Board member or the Managing Director,
voted against a proposal to give discharge. A deal on
liability can be reached only by the general meeting and only during
condition that not one tenth of all eligible voters vote against
the draft settlement. If a Union Member for actions for damages for
on behalf of the Association, any settlement will not meet without his consent.
Action for damages to the society may be brought by voters that make up
at least one-tenth of all eligible voters. If a person entitled to vote then
case has been abstaining from action, yet the other pursue this.
The person who has brought an action is responsible for the costs but has the right to
remuneration of the Association of the cost covered by what has come
the compound passed through the trial.
Proceedings of the Association's behalf against a Director or Executive
Director for damages because of a decision or an action under a
fiscal year shall be brought within one year from the annual report and
Auditor's report for the financial year was presented at the general meeting.
Has a decision been taken to grant discharge or not to include
Action for damages without the minimum number of voters referred to in
first subparagraph, voted against the decision or have the time for action has been squandered
According to the third paragraph, despite this action pursuant to the first or second
subparagraph shall be brought, if it in the annual report or in the audit report
or in any other manner to the general meeting has not been provided in the
essential respects correct and complete information on the decision
or the action that is the basis for action.
Actions for damages based on crimes can always be conducted by the Board.
6 §/expires U: 2016-07-01/
Such an action on behalf of the Association under 1-3 sections not based
the crime may not be prosecuted
1. the Board of directors or the Managing Director for the past three years have elapsed
from the end of the fiscal year in which the decision or action, as is
the basis for the action taken, or being taken,
2. the auditor for the past three years have elapsed from the time of the audit report was
presented at the general meeting or the opinion referred to in this law was issued,
3. Union Member or entitled to vote, who is not a Union Member, then
two years have elapsed from the decision or action that is the basis
for the action.
The Association goes bankrupt on a request made prior to the time
specified in the first subparagraph has elapsed, the bankrupt bring an action according to
1-3 paragraphs even though freedom from liability has expired according to § 5.
After the expiration of the said period may not, however, such an action may be brought
later than six months from edgångssammanträdet. Law (1987:687).
6 §/entry into force: 07/01/2016
Such an action on behalf of the Association as referred to in paragraphs 1 to 3, which is not based on the crime cannot be brought against 1. a member of the Board of directors or the Managing Director since five years has elapsed from the end of the fiscal year in which the decision or action that is the basis for the action taken, or being taken, 2. an accountant for five years has elapsed from the end of the fiscal year for which the audit report refers to, 3. a reviewer for the last five years have elapsed from the time the opinion of the special audit was presented at the general meeting,
4. a Union Member or a person entitled to vote who is not a Union Member for the past two years have elapsed from the decision or action that is the basis for the action.
The Association goes bankrupt on an application made before the time limit referred to in the first subparagraph has elapsed, the bankrupt bring an action according to § § 1-3 Although freedom from liability has expired according to § 5. After the end of that time, such an action, however, not be brought later than six months from edgångssammanträdet. Law (2016:108).
Chapter 14. The Association's business
§ 1 an economic association business shall contain the words "economic" and
"Association" or the abbreviation "ek..". In the firm, not the word "company"
or anything else that represents a company's relationship is taken in such a
that may lead to the misunderstanding that a company holds firm. The firm
shall clearly distinguish themselves from other yet enduring firms entered in
the register referred to in chapter 15. § 1. The registration of a
Union firm applies for the whole country. Otherwise provided for
the registration of trade names Act (1974:156).
If the Association's corporate name shall be registered in two or more languages, each
version specified in the statutes.
The Board may adopt secondary name. The provisions of the first subparagraph
also applies to secondary name. The term economic association or abbreviation thereof
may, however, not be taken into a secondary name. Act (1992:1449).
section 2 of the Written documents issued for a compound should be signed with
the Association's business. The Board of directors or any other representative of
the Association issued a document without firm drawing and it is not clear from the
document's content that it has been issued on on behalf of the Association, the
who has signed the document jointly and severally liable for the obligation under hand-
Lingen. However, this does not apply, if
1. it was apparent from the circumstances of the creation of the document to
the document was issued for the Association, and
2. the other party has received one of the association duly signed
approval of the document without undue delay after either a
the request for approval has been made, or personal accountability
has been argued against the signatories.
paragraph 3 of the Only business association, in their firm use the term economic
Association or the abbreviation thereof.
In the trade names Act (1974:156) contains provisions on the prohibition of the use of
firm and for cancellation of company registration.
15. Registration, etc.
1 § Bolagsverket's registration authority for an economic
compound.
The Registrar shall keep a register of
each county for registrations under this Act or any other
constitutions. A business association shall be registered for the
County in which the Board is established under the statutes.
The Government or the authority that the Government may
provide for fees of registration dossiers according to
This law.
The Government or the authority, as the Government determines
announces the filing of complaints in
registration issues. Law (2008:83).
section 2 of the Registration Committee shall promptly announce in postal and
Home Magazines what is introduced into the register, with the exception of
registration of notification under Chapter 11. section 20. A release that
refers to the change in a relationship that has been previously entered in the register
shall only provide the art.
section 3 of The program under this law or specific provisions have been
entered in the register shall be deemed to have come to the third party
knowledge, if under section 2 has been published in the Official Gazette
and it's not the circumstances show that he neither knew or
should have known it as published.
4 §/expires U: 2016-07-01/
If an applicant for the notification for registration have not been
comply with what is stipulated on the notification, he or she
submitted to file observations, within a period to be fixed or take
correction. The same applies, if the registration authority finds
to a decision which is notified for registration or an act
annexed to the notification
1. not established properly,
2. content violates this law or other
Constitution or statutes, or
3. in any important respect, has an unclear or
misleading terms.
If the applicant does not comply with the injunction, the notification
written by a notification of this penalty shall be taken into
the injunction. There are even after the opinion has
given any obstacle to the registration and the applicant had
opportunity to be heard over the obstacle, the registration is refused,
If there is no need to grant the applicant a new
injunction.
The provisions of the first paragraph does not preclude
registration of a decision of the general meeting, the right to
an action against the decision have been lost under Chapter 7. section 17 of the other
or the fifth paragraph.
The Registrar shall immediately notify the
the Association when the Registrar makes a decision under 11
Cape. section 18, Chapter 12. section 19 or 16 Cape. 2 §. Law (2008:3).
4 section/entry into force: 07/01/2016
If an applicant for the notification for registration does not comply with what is stipulated on the notification, he or she shall be required to give an opinion within a specified time, or take corrective action. The same applies if the Office finds that a decision which is notified for registration or a document
attached to the notification
1. not established properly,
2. content violates this law or the Statute, or
3. in any important respect, has an unclear or misleading presentation.
If the applicant does not comply with the injunction, should notification be depreciated. A notification of this penalty shall be included in the notice. There are even after the opinion has been no impediment to registration, and the applicant has had the opportunity to be heard over the obstacle, the registration be refused, unless there is reason to give the claimant a new injunction.
Notwithstanding the first subparagraph, a decision of the general meeting are recorded, if the right to appeal against the decision have been lost under Chapter 7. 44 section first or third paragraph.
The Swedish companies registration office shall immediately notify the Association when Bolagsverket makes decisions under Chapter 11. section 18, Chapter 12. section 19 or 16 Cape. 2 §. Law (2016:108).
4 a of If a Director, Executive Director or other
Deputies of the coalition has been declared bankrupt, a
trustee under Chapter 11. 7 § parental code or a
disqualification, shall remove the registration authority
representative from the register. Deregistration shall at
decision on bankruptcy or temporary ban immediately. In
Moreover, the deregistration occur then the decision has become final.
Act (1994:1827).
section 5 of the trade names Act (1974:156) contains provisions on the cancellation of a firm out of
the register then a judgment on termination of business registration has become final
force.
6 §/expires U: 2016-07-01/
A Government decision on licensing under the Cape.
6 paragraph may be appealed to the Government.
A decision of the Office which means that notification has
written by or registration has been refused under other
paragraph may be appealed to the administrative court within
two months from the date of the decision. The same applies to a
decisions of the Office referred to in section 4, Chapter 7. section 7, Chapter 8.
2, 6, 9 or section 17, Chapter 11. section 18, Chapter 12. section 19 or 16 Cape.
2 § and decision in a tillståndsärende according to Chapter 6. 3, 4
or section 11, Chapter 8. 3-5 paragraphs or 12 Cape. section 11 and decisions to
refuse to issue a certificate in accordance with Chapter 12. 36 §.
The tax agency's decision pursuant to Chapter 12. section 13 on obstacles to
implementation of the merger plan may be appealed to the General
Administrative Court.
Leave to appeal is required for an appeal to the administrative court.
Law (2014:541).
6 §/entry into force: 07/01/2016
A decision by the companies registration office, which means that the report has been written by or registration has been refused pursuant to paragraph 4(2) may be appealed to the administrative court within two months from the date of the decision. The same applies to a decision of the Office referred to in section 4, Chapter 7. section 15, Chapter 8.
2, 6, 9 or section 17, Chapter 11. section 18, Chapter 12. section 19 or 16 Cape.
2 § and decision in a tillståndsärende according to Chapter 6. 3, 4, or section 11, Chapter 8. 3-5 paragraphs, 10. 14 § 2 or 12. section 11 or a decision to refuse to issue a certificate in accordance with Chapter 12. 36 §.
The tax agency's decision pursuant to Chapter 12. section 13 on obstacles to the implementation of the merger plan may be appealed to the administrative court.
Leave to appeal is required for an appeal to the administrative court.
Law (2016:108).
6 §/entry into force: 2016-09-01/
A decision by the companies registration office to write a notice of registration or refusal of registration under paragraph 4, second subparagraph, may be appealed to the administrative court.
The same applies to a decision of the Office referred to in section 4, Chapter 7. section 15, Chapter 8. 2, 6, 9 or section 17, Chapter 11. section 18, Chapter 12.
section 19 or 16 Cape. 2 § and decision in a tillståndsärende according to Chapter 6. 3, 4, or section 11, Chapter 8. 3-5 paragraphs, 10. 14 § 2 or 12. section 11 or a decision to refuse to issue a certificate in accordance with Chapter 12. 36 §. A decision by the companies registration office to refuse the registration of a firm appeal to Patent and market Court. An appeal must be submitted within two months from the date of the decision.
The tax agency's decision pursuant to Chapter 12. section 13 on obstacles to the implementation of the merger plan may be appealed to the administrative court.
Leave to appeal is required for an appeal to the administrative court. Law (2016:206).
paragraph 7 of the decision of the Swedish companies registration office in a case under Chapter 11. 4 (a), 6 (b),
6 (c) or section 13, be appealed to the District Court of the place where the
the Association's Board of Directors has its seat. The appeal shall be filed
to the companies registration office within three weeks from the date of the decision.
During an appeal of the decision referred to in the first subparagraph
Act (1996:242) about court cases. Law (2011:895).
16. Penalties and liquidated damages
1 §/expires U: 2016-07-01/
To a fine or imprisonment not exceeding one year person who willfully
or negligently violate Chapter 6. section 8, second subparagraph, second sentence
or section 9, first subparagraph, second and third sentence.
To a fine person who
1. willfully or negligently fails to bring membership directory
or keep such list available pursuant to Chapter 3. section 6, or
2. intentionally or negligently violate chapter 14. section 3(1).
In the cases referred to in Chapter 8. section 16 of the first subparagraph shall not follow responsibilities
According to Chapter 20. section 3 of the Penal Code.
1 section/entry into force: 07/01/2016
To a fine or imprisonment not exceeding one year person who intentionally or negligently violate Chapter 6. second sentence of the second subparagraph of section 8 or section 9, first subparagraph, second and third sentence.
To a fine person who
1. intentionally or negligently not for membership or keeps such a list available pursuant to Chapter 3. sections 6 and 7, or
2. intentionally or negligently violate chapter 14. section 3(1).
In the cases referred to in Chapter 8. section 16 of the first subparagraph shall not incur liability under Chapter 20. section 3 of the Penal Code.
Law (2016:108).
1 (a) repealed by laws (2013:432).
section 2 of the Registration Committee may under penalty shall submit to the
the Chief Executive Officer or Board member to meet
obligation under this Act or the regulations that in
the competent authority shall make the notification of registration.
An injunction under the first paragraph shall be granted if the
the failure to make notification causes the general meeting
or Board decision expires or the association becomes obligated
to go into liquidation.
The registration authority shall rule on the imposition of a
VITE submitted under the first subparagraph. Law (1999:1094).
Entry into force provision
1987:667
Regulations concerning the entry into force of this Act will be announced in the law (1987:668)
on the introduction of the law (1987:667) on economic associations.
1989:843
This law shall enter into force on 1 January 1990 in the case of Chapter 9. § 9. In
Moreover, the law shall enter in force on the day the Government determines. The Government may
in doing so, determine that the law shall come into force at different times for
different issuers and rights.
1992:1449
1. this law shall enter into force on 1 January 1993.
2. The State Provincial Office may be even after the entry into force
registration authority, however, until 1 January 1995.
The Government determines at what point each County Board
Association register shall be transferred to the Swedish Patent and registration office.
Until the date when such transfer takes place concerning Chapter 9. 3, 10 and
12 sections, Chapter 11. section 18, chapter 14. § 1 and 15. paragraph 1 of its older version.
3. If an association, registered prior to the date on which the registry was transferred
for the Swedish Patent and registration office, had been removed from the register and it then
turns out that business still practised, the Registrar,
upon notification from the Association, removing information about cancellations and
reintroduction of the Association in the register. Reinsertion of the Association in the register
may, however, only be made if the notification comes in within one year from the date of
the cancellation.
1994:217
This law shall enter into force on 1 July 1994. Older regulations apply
still in terms of conditions relating to the period prior to the
the entry into force.
1994:1827
This law shall enter into force on 1 January 1995. Decisions that have
granted prior to the entry into force in accordance with the provisions of the older appeal.
1995:67
This law shall enter into force on 1 april 1995. Decision given
before the entry into force in accordance with the provisions of the older appeal.
1996:774
1. this law shall enter into force on 1 september 1996.
2. If such a relationship in respect of the negotiation of public chords
According to the arrangement Act (1970:847) indicated in Chapter 11. 20 § in its older
wording occurs after the entry into force, apply to the paragraph in the
the older wording.
1996:1142
1. this law shall enter into force on 1 January 1997.
2. the provisions of Chapter 9. sections 15 and 16 shall apply for the first
time in respect of the financial years beginning after 31
December 1996.
3. An association that establishes the annual or consolidated accounts of
application of the annual accounts Act (1995:1554),
Act (1995:1559) on the annual accounts for credit institutions and
securities firms or Act (1995:1560) annual
insurance undertakings shall not apply Chapter 4. section 5, third subparagraph
the annual accounts Act for the write-down has been made before the law
date of entry into force.
4. An association that establishes the annual or consolidated accounts of
the application of the provisions of the laws referred to in point 3,
use the amounts committed to revaluation reserve before the law
date of entry into force of the necessary write-downs on fixed assets.
If this is done, the information on this is provided in a note.
1997:533
This law shall enter into force on 1 november 1997. Older
rules still apply in respect of conditions
relating to the period prior to 1 January 1998 in the case of the fourth
subparagraph, points 1 and 2 and for the period prior to 1 January
1998 in respect of the fourth paragraph, paragraphs 3 and 4.
1999:1094
This law shall enter into force on 1 January 2000. The new
regulations shall apply for the first time for the
financial years beginning after 31 december 1999.
The provisions of Chapter 6. section 7 and Chapter 9. as well as 16 Cape. paragraph 2 of his
older version will still be applied for annual periods
instituted before 1 January 2000.
2000:493
1. this law shall enter into force on 1 July 2000. The provisions of the
11 kap. section 4 shall, however, be applied in its older version to
end of June 2003.
2. Next to the end of June 2003, a compound that at
its entry into force was registered as an economic association
and that has such a purpose mentioned in Chapter 1. paragraph 1 of the third
subparagraph, be regarded as economic association even though it does not meet
in Chapter 1. the third subparagraph of paragraph 1 of the stated requirement that the Association's
assets are predominantly composed of shares in the
or other economic associations.
3. An association which represents an economic association merely because
the provisions of Chapter 1. paragraph 1 of the second or third subparagraph and
that upon entry into force not registered, next to the end
by the year 2000 to acquire rights and obligations and conduct
to legal proceedings even though
registration has not taken place.
2001:1226
This law shall enter into force on 1 January 2002 and applied in
question about audit reports drawn up after
the entry into force.
2002:389
This law shall enter into force on 1 January 2003. Older regulations
is still valid for conditions pertaining to time
before the entry into force.
2003:865
1. this law shall enter into force on 1 January 2004.
2. matters relating to the case under Chapter 11. 4 or 7 of their
older versions and instituted at the District Court before
date of entry into force shall be dealt with according to the older provisions.
3. If a compound is bankrupt and the bankruptcy
completed before the entry into force, the terms of Chapter 11. section 4 first
paragraph 2, and section 19 of the second and third paragraphs of their older
endorsements.
2004:249
1. this law shall enter into force on 1 July 2004.
2. Registration dossiers which have been submitted to the Patent and
Registration Office but in which the Agency has not taken a decision
before the entry into force shall be sent to the companies Registration Office for
continued processing.
2005:555
Has redemption of shares under Chapter 12. § 9 are requested before
the end of 2005, the older provisions on
conditions for redemption, if the determination of the redemption amount and
on the procedure.
2006:400
1. this law shall enter into force on 1 January 2007.
2. Older provisions apply if the professional assistance that
would otherwise give rise to a conflict of interest for an accountant means a
fiscal year instituted before 1 January 2007.
2006:868
1. this law shall enter into force on 1 January 2007.
2. a person who has been appointed as an auditor of a cooperative
before the entry into force and which, according to the new wording of Chapter 8.
section 5 no longer alone can be the auditor of the Association may still
remain as auditor until the end of the first general meeting
to be held following the end of the year 2008.
2008:3
This law shall enter into force on 15 February 2008. Older
rules apply, however, in the case of mergers, where the merger agreement
established before the entry into force.
2008:596
1. this law shall enter into force on 1 January 2008.
2. Older provisions apply in the case of mergers as at
entry into force are tested under the Competition Act (1993:20) or
banned under the law.
2009:566
1. this law shall enter into force on 1 July 2009.
2. the provisions of Chapter 6. 4 a section does not apply if the
has been an auditor has been appointed to the new position before
the entry into force.
3. the provisions of Chapter 6. section 7, first paragraph, third sentence
and the second paragraph 2 does not apply until after the first
annual general meeting held after the entry into force.
4. For an assignment as auditor held by
entry into force is considered the period referred to in Chapter 8. 8 a of the
the first paragraph from the first annual general meeting of shareholders which
held after the entry into force.
2010:835
1. this law shall enter into force on 1 november 2010.
2. the provisions of Chapter 8. § 5 shall apply for the first time for the
the fiscal year that begins after October 31
2010.
2010:1950
1. this law shall enter into force on 1 april 2011.
2. Older provisions apply where a document has been sent or
submitted by 1 april 2011.
2011:895
1. this law shall enter into force on 1 January 2011.
2. Older regulations apply where an application or notification
submitted to the District Court prior to the entry into force.
2011:1327
1. this law shall enter into force on 1 January 2012.
2. Older rules still apply in the case of
obligations under the Russian tax authority Registration Act (1997:483).
2013:736
1. this law shall enter into force on 1 January 2013.
2. Older regulations still apply to the appeal of the
decision that the provincial government has announced before the entry into force.
2014:541
1. This law shall enter into force on August 1, 2014.
2. Appeals against decisions under Chapter 6. 3 or 4 § or
Chapter 8. 3-5 paragraphs that have been granted before the entry into force applies
15. in paragraph 6 of its older version.
2015:815
1. this law shall enter into force on the 1 January 2016.
2. The law shall apply for the first time for the financial year
begins after december 31, 2015.
2016:108
1. this law shall enter into force on 1 July 2016.
2. If the rules upon entry into force is contrary to a provision of this Act, the Board of Directors to a general meeting held last June 30, 2018, submit proposals for amendments to the statutes in conformity with the provision.
3. The provision in Chapter 3. 6 paragraph 2 if that member list should include an indication of the date of the Member's entrance into the compound is applied to the not-if the Member has been entered in the list of members prior to the entry into force.
4. Unless otherwise specified in the bylaws, the general meeting until the end of June 2017 held at a place designated by the Board of Directors of the Association's geographic scope, although Chapter 7. section 13.
5. If the general meeting before the entry into force has decided to postpone a general meeting, the older rules about the time of the continued meeting.
6. An association formed prior to the entry into force may, until the end of June 2017, apply the older rules instead of the following provisions of this Act:
– Chapter 7. paragraph 4, first subparagraph, and paragraph 5 of agents,
– Chapter 7. 16 and 17 sections of the time for notice of general meeting,
– Chapter 7. sections 34 and 35 of the majority requirements for the amendment of the statutes,
— Chapter 11. 1 paragraph about majority requirements for the winding-up order, and
-12 Cape. 9 paragraph about majority requirements when deciding on the approval of the merger plan.
7. On registration and execution of a Union general meeting decisions taken prior to the entry into force, and in the case of an action against a decision concerning older provisions.
8. in the case of revision relating to the financial year which have been initiated before the entry into force applies to Chapter 8. paragraph 13 of the older wording.
The audit report shall be submitted to the Board not later than three weeks prior to the meeting.
9. Older provisions apply in the case of value transfer from the Club and allocation to the reserve fund, if the calculation shall be based on an annual report which is established before the entry into force.
10. Older provisions on exemption applies if an association before the entry into force has sought permission to put down the Reserve Fund for the purpose other than coverage of loss.
11. If a merger plan was approved prior to the entry into force, the old rules for the merger.
Transitional provisions
2016:206
1. this law shall enter into force on 1 september 2016.
2. Older provisions still apply to cases initiated before the entry into force of the administrative court.