Bolagsverket’s chief legal officer summarizes legislative news as follows:
On 1 November 2007 a new legislation on the security market (SFS 2007:528) will come into force. The new legislation will replace the Securities Business Act and the Securities and Clearing Operations Act. Bolagsverket will inter alia register so–called ‘tied agents’. A tied agent is a natural person or a legal entity that has entered an agreement with a Swedish securities institute or a foreign securities enterprise within the EEA regarding:
- marketing of investment services
- receiving orders regarding investment services or financial instruments
- placing financial instruments
- providing investment advice
This applies to regular limited liability companies and economic associations and is based upon the EU 10th Companies Directive. The legislation of the cross–border mergers will take effect on 15 December 2007, inter alia by supplementary provisions to the Companies Act and to the Act on Economic Associations. Scrutiny and registration requires contacts between the different companies’ registration authorities.
The studies regarding auditors and auditing
The first report has recently been handed over to the government (SOU 2007:56). From Bolagsverket’s point of view some of the proposals are of special interest. This applies to the requirement of rotation of the auditors after seven years for auditors in companies with securities listed for trade in the regulated markets. Further, provisions have been suggested to the effect that an auditor cannot be discharged without factual reasons and that both the auditor and the auditing client must report the reasons for early withdrawal to Bolagsverket. Taking effect in the middle of the year 2008.
The studies are now being continued with the question of the abolition of the prescribed obligation for auditing for small and medium–sized enterprises (SME).