Abstract

Third party often got the impression that a company group is not only a commercial entity but also a legal personality. According to Swedish law each subsidiary is an independent legal person. Swedish law does not recognize a group interest. This characteristic could lead to tensions when the subsidiary is a mere unit within the structure of a corporate group.
There is an implicit conflict of interest in a group which is created by the group as a business entity and the fact that each company is an independent legal person.
When the board of directors in the parent company gives directives to the subsidiaries for example to transfer its profits each year to a central account it is difficult to see this transfer as nothing else as a transfer within the same business entity. The group stands completely separate from the entity’s own liability and incur no risk beyond the amount of their own contribution.
In Swedish law the directors in the parent company owe traditionally no duties to its subsidiaries. And vice versa the board in a subsidiary owes no duties to the parent company.
Groups of companies are in Swedish law regulated by the companies act and a number of special laws focused on particular areas such as accounting and the preparation of consolidated group accounts, taxation and for example the possibility of group contribution.

Keywords: Group of companies; Minority shareholder; Creditor protection; Piercing the corporate veil; General clause; Distribution; Liquidation