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How does the new public register of company owners affect your company?

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Legal news
calendar 20 February 2015
globus Denmark

In December 2014 the Danish Business Authority launched the public Register of Company Owners, in which Danish companies will be obliged to register certain information of ownership and control. We have made this guide in order to give you an overview of how the register will affect you and your company.

5 Q&A’s regarding the public Register of Company Owners

1. What is the public Register of Company Owners?
The public register is a list of owners holding a considerable block of shares or others having considerable voting rights in Danish limited liability companies.

2. Which companies are subject to the new regulation?
All Danish limited liability companies are subject to the new obligations; that means public limited liability companies (A/S), private limited liability companies (ApS and IVS) and limited partnership companies (P/S).

On the contrary partnerships (i/s), limited partnerships (k/s) and sole proprietorship are not covered by the rules and thus are not (yet) obliged to do any registrations.

3. Who is responsible for observing the rules?
It is the company (i.e. the management of the company) that is responsible for registering the information – and to keep them updated – on the basis of the information received by the owners.

However, owners of the so-called bearer shares in public limited liability companies or limited partnership companies holding less than 5 % of the value and less than 5 % of the voting rights on the general assembly are obliged to do the registration themselves. Such information is however registered in a specific part of the register that is not publicly available.

Shareholders holding bearer shares in listed companies are however exempted from the rules.

4. Which information shall be registered?
Information of ownership and voting rights
Only shareholders holding a considerable block of share shall be registered. Thus, the company is obliged to register shareholders holding more than 5 % of the value of the company and anyone de facto possessing more than 5 % of the voting power on the general assembly.

As for pledged shares, the company is only obliged to register information of a pledgee if the pledge carries actual voting rights exceeding 5 % of the voting power on the general assembly. Thus, pledgees without voting right will not appear in the register.

The register will contain information of the size of the block of shares; however not a precise specification, but only an indication by predefined intervals.

Information of the owner / pledgee
The registration shall be executed electronically at the website of the Danish Business Authority, www.virk.dk.

  • Companies founded before 15 December 2014: Ownership / control must be registered no later than 14 June 2015
  • Companies founded after 15 December 2014: Ownership / control must be registered within the first two weeks after the company has been founded
  • Changes must be registered no later than two weeks after the company is informed thereof

Please note that the information in the register will not be publicly accessible until 15 June 2015.

The List of Shareholders (“Ejerbogen”) It has been a legal requirement for a long time that Danish companies keep a list of shareholders – and this requirement still applies. Danish companies are obliged to keep and update a list of its owners, pledgees and others having a right to the shares of the company, including the following information:

  • The owner’s total holding of share
  • The owner’s name, address or if applicable CBR-number and any pledge on the shares
  • The date of purchase
  • Voting rights

It is for the company to decide how they practically wish to keep the list. Some companies choose to use a word-document or an excel-sheet, while others use one of the many IT-programs tailored for the purpose. Since December 2014 the Danish Business Authority has made an online shareholders list-tool available for free for companies to use at their discretion. The tool can be found on www.virk.dk.

The list of shareholders is not publicly accessible; and this applies independently of the company using the authority’s online tool or not. One of the advantages of using the tool is that it is designed to make the company aware of any obligation to update the public Register of Company Owners. Therefore, it serves as a one-stop-shop purpose easing the companies’ administrative burden.

Further information
The rules on the public Register of Company Owners and the internal list of shareholders can be found in the Danish Companies Act §§ 50-58. If you have any questions or need further information you are more than very welcome to contact us anytime.

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Krogh

Partner

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Partner

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Powers Bates

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Grønlund Jakobsen

Associate

Pernille

Skall Søby Nielsen

Legal assistant

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Kræmer Pedersen

Senior legal assistant

Victoria

Valentin Olsen

Junior legal assistant