Cookie-Settings

Here you can see and modify the cookie settings of various tools used on www.advantageaustria.org and related subdomains.


Save settings
Advantage Austria Show navigation

LEGAL NEWS - Changes of the Danish Companies Act

Logo
8. June 2018

On 17 May 2018, the Danish Parliament has adopted several changes of the Danish Companies Act, that come into force on 1 July 2018. As an investor in Denmark you should be aware of these changes.

Capital requirement for public limited companies
Currently a public limited company (A/S) must have a minimum share capital corresponding to DKK 500,000. From 1st July 2018, the minimum share capital is reduced to DKK 400,000. This reduction is based on the fact, that the minimum share capital for Danish limited companies is one of the highest in Europe. With the reduction of the minimum share capital for Danish limited companies it will be more attractive and easier to establish public limited companies or to convert private limited companies (ApS) to public limited companies, where it may be advantageous to be a public limited company.  

Since 1st March 2011 partial payment of the share capital has been possible (DCA article 33). The partial payment must correspond to minimum 25% of the minimum share capital of the public limited company, meaning currently DKK 125,000. Due to the reduction of the minimum share capital for public limited companies from DKK 500,000 to DKK 400,000, the minimum for partial payment is reduced accordingly to DKK 100,000.

However, the rules for sound capital adequacy (DCA article 115, no. 5) remain unchanged, which means that it will depend on the company’s activities and financial situation if the new minimum share capital is adequate to fulfill the rules for sound capital adequacy.

Entrepreneurial companies (IVS)  
According to the current rules an entrepreneurial company (IVS) can be re-registered to a private limited company (ApS) from the moment the entrepreneurial company is sufficiently consolidated, i.e. when it has a share capital and equity capital of minimum DKK 50,000. Currently an entrepreneurial company may only be incorporated by cash contribution of the share capital.

From 1st July 2018, it will be possible to depreciate other values than cash (deposit contribution) into the entrepreneurial company in connection with a re-registration to a private limited company (ApS). At the same time, the Danish Companies Act is amended to make it possible to decide on capital increase and re-registration to a private limited company (ApS) at the same time, which is currently not possible.

Registration of real owners
From 23rd May 2017 public limited companies (A/S), private limited companies (ApS), entrepreneur companies (IVS), limited partnership companies (P/S, K/S) and a number of other companies and businesses have been obliged to register their real owners to the Danish Business Authority. The deadline for the registration was 1st December 2017. However, there are still a number of companies and businesses that have not fulfilled this obligation.

Therefore, the Danish Parliament on 17th May 2018 has adopted new rules to the Danish Companies Act regarding the registration of real owners that come into force on 1st July 2018. According to the new rules the registration of a legal entity with the Danish Business Authority now requires, that the real owners of the legal entity are registered at the same time. This means that information regarding the real owners now must be obtained before registering the legal entity with the Danish Business Authority.

Additionally, the Danish Business Authority from 1st July 2018 will have the possibility to request the Danish bankruptcy court to dissolve a company subject to the duty to register its real owners, if the company or business has not fulfilled this obligation.

Conversion of companies and associations with limited liability to public limited companies (A/S)
Currently only co-operative societies with limited liability (A.M.B.A.) can be converted directly into a public limited company (A/S). From 1st July 2018, all companies and associations with limited liability that are covered by the Danish Act on Certain Commercial Undertakings, meaning associations with limited liability (F.M.B.A.) and companies with limited liability (S.M.B.A.), can be converted directly into public limited companies (A/S) without initially having to be converted into a co-operative society with limited liability (A.M.B.A.).

Other changes of the Danish Companies Act
Currently the former directors and auditors of companies in case of forced resolution are obliged to attend physically in court. From 1st July 2018, the bankruptcy court may decide that court meetings are held using telecommunication with or without image instead of physical attendance in court, if the bankruptcy court finds it appropriate.

For further information you are welcome to contact attorney Alexandra Huber at alexandra.huber@lead-roedl.dk .

Last modified
8. June 2018
print
©©ADVANTAGE AUSTRIA