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Cross-border Transfer of the Registered Offices of Limited Liability Companies (proposed 14th Company Law Directive)

The goal of the proposed 14th Company Law Directive is to create a mechanism for companies to transfer their place of registration to another EU Member State. Until now such an action was either not possible or required the company to be liquidated in its country of origin before it could be re-founded with a registered office in the new country. The Directive would make it possible, for example, for a German GmbH to transfer its registered office to the UK, and at the same time transform itself into a UK Ltd. That means that after the transfer of the registered office the company is organised by UK company law and no longer by German company law.

First Council Directive – Disclosure and the validity of obligations entered into by, and the nullity of, companies with limited liability (68/151/EEC)

The objective of this Directive is to coordinate the regulations concerning disclosure, the power of representation of company organs and the nullity of companies with limited liability. The directive established the principle of compulsory disclosure.

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Health and Safety Representation

Safety representatives, who are normally appointed by the union, should be present in all workplaces with at least five employees in Sweden. They have the power to halt work if there is an immediate and serious threat to health. A joint safety committee should be set up in larger workplaces and the Swedish system also provides a network of regional safety representatives, usually union officials, who can intervene where there is no safety committee.

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Second Council Directive – The formation of public limited liability companies and the maintenance and alteration of their capital (77/91/EEC)

The Second company law directive dates from 1976. It coordinates national provisions on the formation of public limited liability companies, minimum share capital requirements, distributions to shareholders and increases and reductions in capital. The Directive lays down the conditions needed to ensure that the capital of the company is maintained in the interest of creditors.

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Third Council Directive – Domestic mergers of public limited liability companies (78/855/EEC)

The directive lays down rules concerning mergers between public limited liability companies from the same Member State. It applies to public limited companies. Any Member State may choose not to apply it to cooperatives in company form or where the merger would result in the disappearance of a company which is the subject of insolvency proceedings.

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Fourth Council Directive - Annual accounts of companies with limited liability (78/660/EEC)

This Directive coordinates Member States' provisions concerning the presentation and content of annual accounts and annual reports, the valuation methods used and their publication in respect of all companies with limited liability.

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Sixth Council Directive - Division of public limited liability companies (82/891/EEC)

The directive lays down rules concerning divisions of public limited liability companies from the same Member State and is usually referred to together with the third company law directive. The Directive governs Division by acquisition, Division by the formation of new companies and Division under the supervision of a judicial authority.

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European-level Representation

Swedish members of bodies linked to European Works Councils and the European Company are – in line with Swedish practice elsewhere – appointed by the local unions the company negotiates with.

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Seventh Council Directive - Consolidated accounts of companies with limited liability (83/349/EEC)

The Directive coordinates national laws on consolidated (i.e. group) accounts. Together with the Fourth Directive on the annual accounts of public limited liability companies, it belongs to the family of "accounting directives" formed by the Community legal acts on company accounts.

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Financial Participation

There has been a debate about workers’ financial participation in Sweden since the 1960s. The incidence of participation schemes is above average by European comparison.

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