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LEGAL NEWS - Real owners are now to be registered in the Danish CVR-register 

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9. June 2017

Important changes may affect registration of the owner(s) of a company in the Danish Business Authority’s “CVR-register”. As from December 1, 2017, the real owner has to be registered. This newsletter can help you to find out whether the new rules affect your company.

As from December 1, 2017, many Danish companies must register a natural person or several natural persons as their owner(s), and it will no longer be allowed to register legal entities as owners. When determining what natural person can be considered the real owner of the company, it helps to look at the 25% threshold. Whenever a person controls more than 25% of the company’s capital or voting rights, there is a presumption that this person can be considered a real owner. However, this is only a presumption, and real ownership can be established even when a person controls less than 25% of the company.

A real owner, in contrast to a legal owner, has to be a natural person. Real ownership is established once a person either directly or indirectly owns or controls the company. When assessing real ownership, other factors than voting rights or capital can be addressed. These other factors include veto rights or the right to approve dividend payouts. Even a combination of different factors can establish real ownership.

Furthermore, stock rights or rights of subscription will also be taken into consideration. These potentially controlling elements will be counted towards both the holder of a right and the issuer.

It is the company’s duty to register their real owner, which at times can be difficult to determine. The company has to register the real owner’s name, nationality, place of residence and country, and the CPR-number if the owner has such a number. If no real owner can be identified, the registered members of the company’s management will be registered as its real owners. In this case, the company has to be able to prove its efforts to identify the real owner. Each company that is affected by the new rules has to make an effort to determine its real owner(s) and register the real owner(s) with the Danish Business Authority.

NJORD Law Firm assists with all kinds of questions and challenges regarding the registration in the Danish CVR-register.