Employment of general manager

The general manager is appointed by the board unless it is stipulated in the articles of association that this is to be done by the general meeting, cf. Section 6-2 second paragraph of the Companies Act. You can make the appointment or change of general manager as part of an automated process on the dCompany platform.

The managing director and at least half of the board’s members must be resident in an EEA state, the United Kingdom of Great Britain and Northern Ireland or the Swiss Confederation, cf. Section 6-11 of the Companies Act. It is possible to apply to the ministry for exemptions from both of these requirements, but exemptions are normally only granted for deviations from one of the requirements.

General Manager’s duties

The managing director is responsible for the day-to-day management of the company’s operations and must follow the guidelines and orders given by the board, cf. the Companies Act § 6-14 first paragraph. If the company does not have a general manager, the board is responsible for day-to-day management. Day-to-day management does not include matters which, according to the company’s circumstances, are of an unusual nature or of great importance.

The managing director must ensure that the company’s accounts are in accordance with the law and regulations, and that asset management is arranged in a reassuring manner, cf. the Companies Act § 6-14 fourth paragraph.

The Swedish Companies Act also has certain provisions that assign special duties to the chairman of the board. When it comes to duties towards the board, this includes, among other things:

• The managing director must at least every four months provide the board with information on the company’s operations, position and profit development, cf. Section 6-15 of the Companies Act.
• The chairman must ensure that relevant matters that fall under the board’s purview are dealt with, cf. Section 6-20 of the Companies Act.
• The managing director must prepare matters for the board meeting in consultation with the chairman of the board, cf. Section 6-21 of the Companies Act.

There are also some special provisions on the general manager’s relationship with the general meeting, including,

• If the general meeting is held as a meeting, the chairman and general manager must attend, cf. Section 54 of the Companies Act. If the general meeting is held as a physical meeting, the chairman and general manager must attend physically.
• The managing director has the right to speak at the general meeting, cf. Section 5-4 second paragraph of the Companies Act.
• If the board does not convene a general meeting to be held in accordance with the law, the district court must do so if required by a board member, general manager or auditor, cf. the Swedish Companies Act § 5-9 second paragraph.
• A shareholder can demand that board members and the general manager provide available information at the general meeting about conditions that may affect the assessment of approval of the annual accounts and any annual report, matters that have been submitted to the shareholders for decision, and the company’s financial position, including the activities of other companies in which the company participates, and other matters that the general meeting must deal with, unless the information required cannot be provided without disproportionate damage to the company, cf. the Swedish Companies Act § 5-15 first paragraph.

What dCompany can help the general manager with

Most general managers want to digitize what should be digitized. Operating with a digital limited company is therefore a natural and low-hanging fruit for many.

Although it is the board’s responsibility according to the Companies Act, the board will normally expect the managing director to keep the company’s share register and that this takes place in accordance with the rules of the Companies Act. 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 .

The general manager will also have a central role in the preparation of matters for the board, and occasionally the general manager will also be given the role of board secretary. With dCompany’s meeting function , the general manager can ensure that board meetings are called through a digital platform, and that all board members have access to all relevant information before, during and after the board proceedings.

When changes to company law are to be implemented, such as the implementation of a capital increase, the general manager can quickly ensure that all necessary documentation is created in a simple way through dBot .