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Sweden

On October 8 2004 Council Regulation 2157/2001 of October 8 2001 on European companies will enter into force. A European company constitutes a European association designated for cross-border collaboration in the form of a company. The regulation contains provisions regarding, among other things, the formation and structure of these companies.

On March 11 2004 the Swedish government presented a bill on a proposed European Companies Act to the Swedish parliament. The proposal contains provisions that complement the EC regulation with respect to matters where the regulation delegates the normative rights to member states and where it otherwise has been considered suitable to introduce Swedish rules alongside the regulation.

The EC regulation states that a European company should comprise either a supervisory organ and a management organ (two-tier system) or an administrative organ (one-tier system). Because no provision is made for a two-tier system under Swedish company law, the government has proposed that complementary provisions should be included in the new Act concerning the employment of such a system for European companies registered in Sweden. The Swedish government has proposed that the provisions of the Swedish Companies Act and of other statutes applicable to the board of directors or its members should apply to the management organ and its members, unless the EC regulation stipulates otherwise. As regards the supervisory organ and its members, only certain provisions in the Swedish Companies Act that concern the board of directors and its members should apply, such as provisions regarding residency requirements, conflicts of interest and minutes of the board of directors' meetings.

The proposal also contains provisions on how to carry out a transfer of a European company's office from Sweden to another member state. In the proposal, the government suggests that the European company should be required to appoint a managing director and that the Swedish Patent and Registration Office should maintain a separate register for European companies that have registered offices in Sweden.

The proposed European Companies Act is due to enter into force on October 8 2004.

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