TRADING UNDER THE LAWS OF CANADA The publication of this title, written by Joseph H. Barkmeier, Chief of the Far Eastern and British Dominions Section of the DIVISION OF COMMERCIAL LAWS, is a 143-page monograph treating Canadian Commercial Law, which is of special interest American firms doing business in that country. to Among the subjects discussed by the author are methods of doing business, Canadian company law, bankruptcy and insolvency, negotiable instruments, and a comprehensive discussion of both the Dominion and Provincial systems of taxation. The treatise, designated as Trade Promotion Series No. 176, is available through the office of the Superintendent of Documents, Washington, D. C., at 20 cents per copy. TRADING UNDER THE LAWS OF BRAZIL Recent modifications in Brazilian laws make the above publication one of first importance to the American businessman contemplating commercial dealings in Brazil. This complete commentary on the business laws of Brazil, prepared by Henry P. Crawford, Chief of the Latin American Legal Section, DIVISION OF COMMERCIAL LAWS, puts before the reader, in understandable form, such subjects as what constitutes doing business in Brazil, contracts and obligations, negotiable instruments, company and corporation law, bankruptcy and taxation. The monograph, issued under Trade Promotion Series No. 183, may be had from the office of the Superintendent of Documents, Washington, D. C., at 20 cents per copy. U. S. DEPARTMENT OF COMMERCE • DANIEL C. ROPER, Secretary ALEXANDER V. DYE, Director Comparative Law Series A Monthly World Review THE DIVISION OF COMMERCIAL LAWS Guerra Everett, Chief By Assistant Trade Commissioner F. A. M. Alfsen, Stockholm COMPULSORY UNEMPLOYMENT INSURANCE IN BELGIUM. 566 By Assistant Commercial Attache Paul S. Guinn, Brussels PROPOSED INDIAN MERCHANDISE MARKS ACT. 569 By Trade Commissioner Basil D. Dahl, Calcutta COMMERCIAL LAWS FORUM LAWS AFFECTING FOREIGN COMMERCE FOREIGN LAW COMMENT ARGENTINA PHARMACEUTICAL TRADE MARK REGISTRATION IN COLOMBIA Subscription: 586 587 589 $1 a year; single copies, 10 cents. Make remittances only to Superintendent of Documents, Washington, D. C. Published with the approval of the Director of the Budget on THE SWEDISH SHARE COMPANY LAW By Assistant Trade Commissioner F. A. M. Alfsen, Stockholm Formation and incorporation of Swedish share companies are governed by the provisions of a law dated August 12, 1910 which went into effect January 1st, 1912. This law provides that in forming a share company there must be not less than five founders, all of whom are Swedish citizens domiciled in Sweden. These founders draw up and sign a foundation certificate (or articles of association) in which must be recited the principal details of the intended articles of incorporation. After announcement has been inserted in the public print of the foundation certificate and copies of it have been filed with the appropriate governmental agency, offer of subscription for shares may be made. When the subscription has been completed, the founders must summon subscribers to a constituent meeting where the articles of the company (by-laws) proposed by the founders are considered and approved and members of the board and auditors elected. As soon as 50 percent of the subscribed capital has been paid in, the company may be registered in the corporation registry maintained by the Royal Patent and Registration Bureau. At the constituent meeting the founders may be discharged from their duties and their shares surrendered to the foreign interests (according to the law a founder must subscribe for at least one share). These founder shares are then purchased by and delivered to the foreign owners. On delivery the founders ought to endorse the shares in blank, thus permitting the foreign owners to be listed in the share (transfer) book as the new shareholders. According to the law the number of shareholders must not be less than five. A foreigner or a Swedish citizen domiciled abroad may not be elected a member of the board or be authorized to sign on behalf of the company until special permission is granted by the Swedish Government. Such a permit is usually not issued until the registration of the company has taken place. In applying for such a permit the company must submit a copy of the by-laws clearly indicating the object of the company's operations. An affidavit must also be produced that the foreigner or Swedish citizen resident abroad is in good standing and enjoys a good reputation, usually issued by the Swedish Consul or Swedish Chamber of Commerce abroad or by a reliable authority in Sweden. If the stock capital is negligible, the Government may refuse to issue the permit. As a rule such a permit is not issued unless the capital amounts to at least 30,000 Crowns, or on the average, 50,000 Crowns. Not less than two-thirds of the members of the board or its deputy members must be Swedish citizens, domiciled in Sweden. At the constituent meeting the necessary number of board members and their deputies are elected (ex. gr. 3 plus 1). Naturally in an ordinary Swedish company there may be only one member of the board but then he must be a Swedish citizen domiciled in Sweden. When the permit is granted for foreigners or Swedish citizens domiciled abroad to act as board members or sign on behalf of the company, the board may be reorganized. In order to assure control the members of the board and other officers of the company may be called on at the time of their election to deliver their written resignations to the foreign owners, which may be utilized whenever they deem it convenient. Foreigners may be elected as auditors. |