Värdering vid upprättande av kontrollbalansräkning : En aktiebolagsrättslig och redovisningsrättslig studie

Sammanfattning: The aim of the study is to investigate how valuation shall be carried out in drawing up balance sheet for liquidation purposes and whether valuation rules, in particular, and rules on involuntary liquidation due to capital deficiency, in general, need to be changed.It is stated in Ch. 25, sect. 13, Swedish Companies Act (SCA), that the board is under the obligation to draw up a balance sheet for liquidation purposes without delay when there is reason to expect that the company's own capital is less than half of the registered shareholder equity. Balance sheet for liquidation purposes shall be drawn up pursuant to applicable law on annual reports, but in calculating its own assets a number of adjustments may be made. The study focuses on the meaning of valuation consistent with the generally accepted accounting principles (Swedish GAAP), and reporting assets at net realisable value.In the 1970s, it was stated that the Swedish GAAP was an actual existing praxis in a qualitatively representative circle of parties under duty to keep accounts, an identified praxis among the actors. This description is far from the present situation as it is specifically stated in the general guidelines issued by the Swedish Accounting Standards Board (BFN) that private companies must comply with their guidelines.Among other things in this study, the role of the guidelines issued by the BFN are investigated and analysed in terms of their constitutional status regarding norm setting. The study includes a comparison of the Danish, Norwegian and Finnish rules on “serious loss” of the subscribed capital.One conclusion is that, under the current Swedish regulations regarding obligation to liquidate due to capital deficiency, there is room for changes which would reduce the distance between intended functions and the wording of the law. A more long-term solution, however, would require a total review of capital protection rules.