Implementation and scope

The Second Company Law Directive, together with the amendments made thereto by Directive 92/101/EEC of 23 November 1992, were implemented into Swedish law in connection with Sweden's entry into the EU in 1994 by the Act 1994:802. In 2005 the Swedish parliament adopted a new Companies Act which became effective on 1 January 2006. When the new Companies Act entered into force the Second Company Law Directive, together with the amendments made thereto up until that point, were included therein. With regard to the amendments made through Directive 2006/68/EC of 6 September 2006, the Swedish government considered Swedish law already fulfilled the requirements set forth therein and thus no legislative actions were taken in order to implement the directive.

The Second Company Law Directive is applicable to public limited liability companies (publika aktiebolag) (“AB”) in Sweden that are governed by the Swedish Companies Act (“Companies Act”). In addition, Council Regulation (EC) No 2157/2001 of 8 October 2001 (“SE Regulation”), supplemented by the Swedish European Companies Act, provides for the Companies Act to be applied if any matter regarding a European Company (Societas Europaea, “SE”) is not regulated by the SE Regulation or the European Companies Act. Consequently, unless stated otherwise, the provisions described in this report are applicable to both ABs and SEs. Provisions provided for directly by the SE Regulation will not be described in depth but will only be referred to, to the extent the Companies Act has any implications on the application thereof. As the scope of the Second Company Law Directive is limited to public companies, this chapter will solely focus on the regulations on such companies and thus deviating rules with regard to private companies will not be described.