(the Governors of the Ians). The next step in the procedure is to draw up
a subscription list for shareholders. A constitutent general meeting shall be held
within a year from the filing of the memorandum with the authorities. The
law contains special regulations providing for cases“ in which a promoter of the
company or another is to receive indemnification for the formation of the company;
cases which a promoter or another is to be empowered to pay his shares
in some other form than money; similar cases in which the company is to be
authorized to receive property, or in which one of its members is granted special
privileges or rights. The constitutent general meeting resolves on the formation
of the company, passes the articles of association (bolagsordning), and elects
the board of directors. When this procedure has been duly gone through, the
company is registrable, provided that at least half the share capital have been
paid up.
It is incumbent on the board .of directors to keep a transfer register (aUiebok),
which must be accessible to public inspection. The - accounts' of the company
shall be brought before the shareholders once a year, at the ordinary general
meeting, to which the board of directors shall submit a report, accompanied by
a balance sheet and a profit and loss account. These documents shall be filed with
the Registration authority within a month after the balance sheet has been passed,
and shall be kept open for public inspection. A company is represented by a
board of directors, consisting of one or more Swedish subjects resident in Sweden.
In special cases Government may grant that the boarcl of directors shall consist
in part, but not as to more than a third, of the subjects of another country,
or of Swedish subjects resident abroad.
The ordinary rule is that the firm of the company is signed by the members
of the board, one or more severally, or several jointly. The board of directors,
however, can empower a person outside the board to sign the firm, if the
articles of association so allow, or if the general meeting has authorized this
exception from the rule.
The law also provides for the protection of the rights of minorities; for Instance,
in some cases, a minority is authorized to refuse discharge, to pass a vote; of
censure against the directors, and so forth.
There are separate enactments for railway companies (Law of 1911), for
insurance companies (Law of 1903), for banking companies, (Law of 1911),
and for certain joint-stock companies that carry on loan business (Law of 1 9 li) .
All companies under these heads require to have their articles of association
sanctioned by Government (see the Section dealing with Banking, Credit and
Insurance).
The formation of societies tends steadily to increase in Sweden. The Lawgbf
1911 relating to societies formed for economic purposes (ekonomiska foreningar)
has placed legislation on this subject on a modem footing. The societies
covered by the Law are coperative societies, dairy associations, societies for providing
suitable dwellings for the working classes (bostadsforeningaf), and so forth.
Societies formed for economic purposes, which carry on business for' commercial
profit shall not give credit to others than members of the society. This restriction,
however, does not apply to societies whose sales to the general public
consist principally of products of the labour of . the members or of the society,
nor societies formed with the object of purchasing and selling goods intended
for agricultural purposes. Societies with economic objects shall be registered
in order to be incorporated as societies. The number of members shall not be
less than five; not only individual persons, but companies, societies, corporations,
or other communities or institutions, may be members. A society is represented
by a board of directors, consisting of one or more Swedish subjects resident tin
the country, unless an exception from the rule has been authorized by Government.
There are two kinds of “ecohomic societies”, namely, those in which the
members are not liable for the engagements of the firm (in Swedish: forening
“utan personlig ansvarighet”, abbreviated “u. p. a.”), and those in which the
members are liable for a limited amount (forening “med begrdnsad personlig
ansvarighet”, abbreviated, “m. b. p. a.”). Cf. also p. I, 695.
As to other kinds of societies, such as societies with ideal aims, and societies
formed by those belonging to the same profession or trade for mutual benefit
but with other aims than the “economic societies”, they are not at present
covered by legislation. The regulations which do apply to them in the Liberty
of Trade Ordinance (Naringsfrihetsforordning §§ 13. and 14) are now obsolete.
(Cf. p. I, 647.)
Kegistrations of Firms.
The Swedish law requires that the names of firms shall be registered.
The register of firms, which is called handelsregister, is kept at Stockholm
by the Overstathallareambetet, the Office of the High Governor, in other
towns by Magistraten, the Magistracy, and in the country by Konungens
befallningshavande, the Governor of the Han.
All those, whether private persons or companies who desire to carry on
trade or business, for which keeping of merchant’s books is compulsory, are
obliged -to- have their firm entered in the handelsregister. The following categories,
however, are exempt from this rule: shipowners and shipping companies,
who. are Subject to special regulations with regard to the registrations of their
ships; joint-stock companies, and the various kind of banking companies which
are filed in the central register of joint-stock companies; societies formed with
economic objects, which, if they have to be registered at all, are filed in the
local register of societies. Private companies may, in certain cases, be registered
in the handelsregister, and are then deemed to be handelsbolag (partnerships).
Personal firms shall contain the surname of the proprietor, with or without
the -Christian name, and the firm name shall not contain anything which indicates
that the firm is owned by a company or a society.
The firm of a handelsbolag (partnership) shall, where the names of all the
members of the company are not contained in the firm, contain the name of
one of them, with some addition indicating that there are several members.
Notice of registration shall be made in writing prior to businesss being commenced.
(Laws of 1887 and 1895, Ordinance of 1887.)
The register of joint-companies (aktiebolagsregister) is kept by the Patents and
Registration Office, and all joint-stock companies are obliged to file their firms in
this register. Joint-stock companies whose articles of association must be submitted
for Government sanction (banking, insurance, railway companies, etc.,)
are registered as soon the required sanction has been obtained. Other companies
are filed in the register immediately after the articles of association have
been passed. Alterations in the constitution of the company shall be immediately
submitted for registration. (Laws of 1903, 1910, 1911, Ordinances of 1903,
1911.)
The ' register of societies (foreningsregister) is kept by the Governor of the
Lan. (Law of 1911, and Ordinance of 1911.)
The statements entered in the register shall be published in the official
gazette. The Patents Office issues annually a serial publication containing matter
compiled from the register. (Ordinance of 1911.)
The proprietor of a firm entered in the handelsregister may empower another
to act on his behalf and sign his firm by procuration; in this case the procura