[ESTABLISHING A BUSINESS ENTITY IN DENMARK]
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effective from the day of signing or from any later date specified in the memorandum of association. The Partnership Limited by Shares will hereafter be registered by the Danish Business Authorities and receives the Company Register Number (CVR-no.) often within one (1) weekday from uploading the application. If registration is selected to manually review by the Danish Business Register which often occurs by random sampling, the CVR-no. may take approximately one (1) weekday to receive. 3 GOVERNANCE, REGULATION AND ONGOING MAINTENANCE The companies and partnerships are obligated to inform the Danish Business Authorities of the legal- and beneficial owner of the company or partnership if the legal owner owns more than 5 % of the shares or voting rights and the beneficial owner that holds more than 25 % of the indirect shares, voting rights or has other decisive influence over the entity. There are no specific restriction concerning local shareholders or directors in the companies and partnerships in Denmark. 3.1 Limited companies (A/S, ApS) The limited companies in Denmark are governed by the Danish Company Act. The limited companies are obligated to report changes decided at the companies’ general meetings, such as changes in; the management, name, accountant, nominal capital, entity address, new articles of association etc. to the Danish Business Authorities. The Danish Company Act requires a “Two -tier system” for the Public Limited Company, which means the shareholders can choose between; a) board of directors which has the responsibility for superior management and the board must appoint one or more executive manager(s), who is responsible for the daily management. The board of directors must
consist of at least three (3) members and the chairman must not be the executive manager and the executive managers may not constitute the majority of the board or b) one or more executive manager(s) who is responsible for the management, the management is appointed by a supervisory committee who supervises the management. A member of the supervisory committee cannot be a member of the management. The Private Limited Company can choose between the “two - tier system” and a “one -tier system”. The one -tier system consists of one or more executive manager(s). The Danish Company Act contains several minority rights. The most common will be reviewed as follows. The minority of at least 33,33 % of the share capital or of the voting rights can oppose changes in the articles of association, share capital increase, reduction of share capital, liquidation of the company, merger and fission etc. The minority that is at least 10 % of the representatives at the general meeting, can abstain from losing “inalienable rights”. A minority of at least 5 % can require notice of an extraordinary general meeting. There are also individual rights such as having a question debated, to talk or to ask questions to the management at the general meeting. 3.2 Partnerships (I/S, K/S, P/S) The Partnership Limited by Share (P/S)s is regulated by the Danish Company Act and the same regulations as the Public Limited Company apply. There are no company legislation regulating the Partnership (I/S) and the Limited Partnership (K/S) besides minor articles in the Danish Act on Commercial Undertakings (in Danish: lov om visse erhvervsdrivende virksomheder) concerning the name of the partnership and powers of procuration. There are some
ILN Corporate Group – Establishing a Business Entity Series
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