Vinstutdelning och förskott på utskiftning under likvidation

Sammanfattning: Shareholders may end up in a problematic position during liquidation. Especially in long-term liquidations, shareholders have few regulated opportunities to take part of funds they have invested in a company. Some do not consider this possible. The thesis deals with the possibility for shareholders to take part of their invested funds through advances on distribution or through dividends. Advances on distribution are not regulated by law. The liquidator can decide for himself when he pays the probate amount but doing so at the wrong stage is associated with risk. Shareholders can appeal incorrect shifts and the liquidator can then become liable for insufficient coverage if no refund is made. An advance on distribution could also be impermissible according to ABL's rules on loans to related parties, as loans to shareholders according to these rules are not permitted. In the event of an early payment to shareholders, questions are raised about adequate shareholder protection and creditor protection. This problem is addressed in the thesis. A possible solution could be that shareholders who receive advances could provide security for the amount shareholders receive. This solution also exists in Finnish law and is analyzed and presented as a possible solution for Swedish law. Dividends during liquidation is a well discussed topic. Dividend decisions are made at the general shareholders meeting. During the liquidation, the shareholders meeting is limited by the purpose of the liquidation. An investigation of the meaning of this purpose is required to know what decisions a shareholders meeting can make. According to some, a decision on dividends cannot be made at the annual general meeting with regard to 25:37 ABL, as 7:11 ABL should not be applied. A more probable interpretation is that decisions on the disposition of profit and loss must not be made but may be made. The purpose of the liquidation can not constitute an absolute obstacle to a decision on dividends, but there are situations when it does serve as an obstacle