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Resume your entrepreneurial company if it has been sent for compulsory dissolution

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Legal news
calendar 13 October 2021
globus Denmark

If an entrepreneurial company has not been converted or closed before 15 October 2021, the company will be sent for compulsory dissolution by the Danish Business Authority. If you have an entrepreneurial company that has been sent for compulsory dissolution, it may still be possible to resume the company. In this way, the company can continue its operations after the deadline. In this newsletter, IUNO will guide you through the process of resumption.

Suppose you have not transformed your entrepreneurial company (IVS) before the 15 October 2021 deadline, and the company has been sent for compulsory dissolution in the probate court. In that case, you can request to have the company resumed. In order to be allowed to resume the company, it is required that the company has not been under compulsory dissolution within the past five years. Further, you can request resumption within three months after the Danish Business Authority has asked the probate court to dissolve the company.

How to resume your company

If your IVS has not been converted before the deadline, you will need the following to get your company resumed:

  • Minutes from the general meeting where it was decided that the company will be resumed and that the company will be transformed,
  • New articles of association which have been approved at the general meeting,
  • A list of legal and actual owners as well as their ownership,
  • A statement from an approved auditor that the capital is present and that there are no illegal capital tenant loans,
  • Consent from the liquidator if the probate court has managed to appoint a liquidator, and
  • The company must be converted into either a private limited company (APS) or a public limited company (A/S). The decision to convert the company must, at the latest, be made, simultaneously with the decision to resume the company.

For an ApS, the share capital must be at least DKK 40,000. For an A/S, the share capital must be at least DKK 400,000. It will, therefore, often be necessary to carry out a capital increase before the conversion.

IUNO’s opinion

If you have an IVS that has been sent for compulsory dissolution, you should send the request for resumption as soon as possible if you wish to continue operations. The Danish Business Authority does not grant a dispensation if you exceed the three months deadline. IUNO recommends that you develop and obtain the necessary documentation in good time.

In connection with the resumption, you should carefully read the company’s current articles of association, as they determine how the general meeting must be held. The Danish Business Authority requires a fee when registering new articles of association. You should therefore consider whether you want to make other changes to the articles of association than those required in connection with the resumption, in order to save the registration fee in the future.

[Bill on the amendment of the company law and the law on authority for temporary derogation of companies' duties concering company and accounting matters in connection with Covid-19 of 29 December 2021]

Suppose you have not transformed your entrepreneurial company (IVS) before the 15 October 2021 deadline, and the company has been sent for compulsory dissolution in the probate court. In that case, you can request to have the company resumed. In order to be allowed to resume the company, it is required that the company has not been under compulsory dissolution within the past five years. Further, you can request resumption within three months after the Danish Business Authority has asked the probate court to dissolve the company.

How to resume your company

If your IVS has not been converted before the deadline, you will need the following to get your company resumed:

  • Minutes from the general meeting where it was decided that the company will be resumed and that the company will be transformed,
  • New articles of association which have been approved at the general meeting,
  • A list of legal and actual owners as well as their ownership,
  • A statement from an approved auditor that the capital is present and that there are no illegal capital tenant loans,
  • Consent from the liquidator if the probate court has managed to appoint a liquidator, and
  • The company must be converted into either a private limited company (APS) or a public limited company (A/S). The decision to convert the company must, at the latest, be made, simultaneously with the decision to resume the company.

For an ApS, the share capital must be at least DKK 40,000. For an A/S, the share capital must be at least DKK 400,000. It will, therefore, often be necessary to carry out a capital increase before the conversion.

IUNO’s opinion

If you have an IVS that has been sent for compulsory dissolution, you should send the request for resumption as soon as possible if you wish to continue operations. The Danish Business Authority does not grant a dispensation if you exceed the three months deadline. IUNO recommends that you develop and obtain the necessary documentation in good time.

In connection with the resumption, you should carefully read the company’s current articles of association, as they determine how the general meeting must be held. The Danish Business Authority requires a fee when registering new articles of association. You should therefore consider whether you want to make other changes to the articles of association than those required in connection with the resumption, in order to save the registration fee in the future.

[Bill on the amendment of the company law and the law on authority for temporary derogation of companies' duties concering company and accounting matters in connection with Covid-19 of 29 December 2021]

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Aage

Krogh

Partner

Matilde

Grønlund Jakobsen

Associate

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Aage

Krogh

Partner

Lucca

Powers Bates

Senior legal assistant

Matilde

Grønlund Jakobsen

Associate

Pernille

Skall Søby Nielsen

Legal assistant

Signe

Kræmer Pedersen

Senior legal assistant

Victoria

Valentin Olsen

Junior legal assistant