Det svenska kapitalkravet underminerat och förlegat? : En jämförande studie av den svenska och engelska bolagsrätten i ljuset av etableringsfriheten
The harmonization within EC Company Law has been relativley successful. Despite its relative success; important differences still remains in European company law.
The freedom of establishment itself, and the ECJ’s interpretation of the freedom provides European companies with a substantial cross-border mobility. As a consequence of this mobility, together with the differences in national legislation; mandatory rules in company law can be easily evaded. A typical example of this is that a Swedish enterprise, by running their business through a British private limited company, can escape the Swedish legislation on capital contributions when forming a company with limited liability for its members. These rules are thereby undermined.
The fact that these, otherwise mandatory, rules can be evaded should result in a questioning of their existence. The main purpose of rules on minimal capital contributions is to safeguard the interests of the creditors of the company. The analysis in this thesis shows that the Swedish legal capital regime is very unlikley to fulfill its purpose. The alternative, English company law, can in various aspects be seen as more efficient.
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