Ansvarsgenombrott - En analys av oskrivna undantag från aktieägares avsaknad av ansvar för bolagets förpliktelser

Sammanfattning: The essay is about the non-statutory principles of the corporate veil of a corporation. The Supreme Court has several times with regard to these principles imposed shareholders a personal liability for the limited company's liabilities. This despite the fact that a limited liability company's main characteristic is that its shareholders have no personal liability for the company's obligations under Chapter 1. 3 § Companies Act. PLCs today contains several statutory creditors- and capital rules to protect the company's creditors. In addition to these provisions, the principles of corporate veil made clear in practice that extra protection for the company's creditors. The question that legislate the principles of the corporate veil has been under investigation twice. The first time, in 1987, made the Payments Committee a detailed investigation in which the result was that it proposed to adopt a law on the responsibility breakthrough in what was then the Swedish Companies Act. This proposal was not a success and the council sharply criticized the proposal's vague formulation. They argued that words like inappropriate and obviously would be very difficult to assess for both the court and a shareholder. The second time the issue was discussed during the drafting of the new Companies Act (2005: 551). Here, too, the legislature came to the conclusion that it was impossible to form a sufficiently clear rule regarding the corporate veil of limited liability companies. They feared that a rule concerning responsibilities breakthrough could lead to confusion and that it would bring a higher legal uncertainty today. Finally, I discuss the potential consequences to a statutory regulation of the corporate veil, and if it is even possible to formulate a law on the responsibility of breakthrough without destroying the main principle of corporate form.