The members of the board are elected by the general meeting, which also decides whether deputy members are to be elected, cf. section 6-3 first paragraph of the Companies Act. However, this applies to three exceptions:

• The general meeting’s right to vote does not include board members who must be elected by the employees in accordance with the rules in the Companies Act § 6-4 with associated regulation in regulations. The number the employees can choose depends on the number of employees and whether an agreement has been entered into that the company will not have a company assembly.
• If the company has a company assembly, it is the responsibility of the company assembly to elect members to the board and the chairman of the board, cf. Section 6-35 of the Swedish Limited Liability Companies Act with reference to Section 6-37 of the Public Limited Liability Companies Act, which applies accordingly. However, the articles of association may have a deviating regulation if it is not a legal requirement to have a company assembly.
• It may be stipulated in the articles of association that the general meeting’s right to vote shall be transferred to others, cf. section 6-3 third paragraph of the Companies Act. More than half of the board’s members must nevertheless be elected by the general meeting, if the right to vote is not transferred to a statutory corporate body. Voting rights cannot be transferred to the board or to a member of the board.

You can choose the members of the board, including the chairman of the board, as part of an automated process on the dCompany platform.

Duties of a board member

A board member is part of the board as a collegium. The board normally makes its decisions by simple majority. In the event of a tie, the chairman of the meeting normally has a decisive vote, except in the case of the election of the chairman of the board (where the board constitutes itself in contrast to the chairman of the board being elected by the general meeting or the company assembly).

The board has a responsibility for the management of the company and a responsibility for supervising the day-to-day management and operations in general (the so-called administrative responsibility and supervisory responsibility).

The board normally makes decisions by simple majority with ordinary majority decisions. In the event of a tie, the tie of votes applies to what the chairman has voted for, cf. the Companies Act 6-25 first paragraph. However, certain special rules apply to elections and appointments, see Section 6-26 of the Companies Act.

The board members have the right to express themselves at the general meeting, cf. Section 5-4 second paragraph of the Companies Act.

What dCompany can help a board member with

Many board members want the advantages of having a digital limited liability company.

According to the Companies Act, the board is responsible for keeping the shareholder register , cf. the Swedish Companies Act § 4-5 first paragraph. This means that the board can be held responsible if it is not conducted in the correct way, and should any loss occur as a result. Many people are surprised by how detailed the requirements are for keeping the shareholder register, including:

• The obligation to register all transactions.
• The obligation to register a pledge (a typical problem is that the share owner book disappears and that a new share owner book is therefore created where previously reported pledges do not appear).
• The obligation to store information about former shareholders for at least 10 years.
• The duty to keep track of share numbers, regardless of the purchase and sale of shares, splits or mergers or capital increases.

In practice, it is difficult for companies with several shareholders to comply with these requirements without the use of a digital shareholder book.

Through dCompany’s meeting function , as a board member you will find all the board documents in one place so that you have them available before, during and after the board meeting.

By logging in to dCompany you will find all the limited companies where you have a board position. If the company is not on the platform, you can easily request that it happen. If they are on the platform, you can easily click on the company and find information that is relevant to you as a board member.