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Danish Companies Act Will Come Into Force in Phases and That Some of Its Provisions Are Therefore Not Yet Effective

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Please note that the Danish Companies Act will come into force in phases and that some of its provisions are therefore not yet effective. The first parts of the Act came into force on 1 March 2010. See the Danish Execu- tive Order no. 172 of 22 February 2010 on the phased effectiveness of the Danish Act on Public and Private Limited Companies (the Danish Compa- nies Act), currently available in Danish only. Danish Act on Public and Private Limited Companies (the Danish Companies Act)1) (lov om aktie- og anpartsselskaber (selskabsloven)) BE IT KNOWN THAT the Folketing (the Danish Parliament) has enacted and We, Margrethe the Second, by the grace of God, Queen of Denmark, have given Our Royal Assent to the following Act: Part 1 Scope of the Act, etc. Scope 1(1) This Act applies to all public and private limited companies (limited liability companies). (2) The holders of shares in public and private limited companies (the shareholders) are not personally liable for the obligations of the limited liability company, but are liable only to the extent of their contributions. The shareholders have a right to a share of the profits of the limited liability company in proportion to their ownership interest, unless otherwise provided by the company's articles of association. (3) A private limited company may not offer its shares to the public. Name of the limited liability company 2(1) Only public and private limited companies have the right and duty to use in their names the designations "aktie- selskab" (in English, public limited company) and "anpartsselskab" (in English, private limited company) respectively, or the abbreviations "A/S" and "ApS" respectively. - 1 - (2) The name of a limited liability company must be clearly distinguishable from the names of other businesses regis- tered with the Danish Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen). The name may not include any family name, business name, distinctive name of real property, trademark, distinctive mark or similar feature not belonging to the limited liability company, or anything likely to cause confusion with such name or mark. (3) The name of a limited liability company must not be capable of being misleading. Where the name of a limited li- ability company indicates a specific activity, the company may not continue using that name if the company significantly changes its principal activity. (4) Limited liability companies must specify their name, registered office and Central Business Register (CVR) number on letters and other business papers, including electronic messages, and on their website. 3(1) Section 2 also applies to any secondary names of limited liability companies. (2) If a limited liability company registers more than five secondary names, an amount of DKK 1,000 will be payable for each secondary name. However, this requirement does not apply to secondary names that pre-date any reorganisa- tion, merger or division. Share capital 4(1) Limited liability companies within the meaning of this Act must have a share capital to be denominated in Dan- ish kroner or euro (but see subsection (3)). (2) Public limited companies must have a minimum share capital corresponding to DKK 500,000, and private limited companies must have a minimum share capital corresponding to DKK 80,000. (3) The Commerce and Companies Agency may prescribe detailed rules governing the right to denominate the share capital in a currency other than Danish kroner or euro. Definitions 5 In this Act, the following terms have the following meanings: 1. "Public limited company": A limited liability company, including a limited partnership company, in which the capital paid in by the shareholders is divided into shares. The shares may be offered to the public. Shareholders are liable only to the extent of their contributions to the company. 2. "Private limited company": A limited liability company in which the capital paid in by the shareholders is divided into shares. Private limited companies may not offer their shares to the public (see section 1(3)). Shareholders are liable only to the extent of their contributions to the company. 3. "Subsidiary": A business controlled by a parent company (see sections 6 and 7). 4. "The central governing body": - 2 - a) the board of directors of companies having a board of directors; b) the executive board of companies having only an executive board; and c) the executive board of companies having both an executive board and a supervisory board (see section 111). 5. "The supreme governing body": a) the board of directors of companies having a board of directors; b) the executive board of companies having only an executive board; and c) the supervisory board of companies having both an executive board and a supervisory board (see section 111). 6. "Shareholders’ agreement": An agreement governing the ownership and management of the company entered into between the shareholders. 7. "Share certificates": Evidence of ownership of a share (see sections 59 and 60). 8. "Register of shareholders": A complete register of all shareholders that must be kept by the limited liability company (see section 50). 9. "Public register of shareholders": The register kept by the Commerce and Companies Agency that records the shareholdings of certain shareholders (see section 58). 10. "Bonus shares": Shares issued in connection with a bonus share issue (see section 165). 11. "Cross-border relocation of registered office": A limited liability company’s relocation of its registered office from one EU or EEA Member State to another EU or EEA Member State. 12. "Cross-border merger or division": A merger or division involving limited liability companies which are subject to the laws of at least two different EU or EEA Member States. 13. "Registered office": The address in Denmark at which the company may be contacted. 14. "Share": A share as specified in sections 45 to 49. - 3 - 15. "Shareholder": An owner of one or more shares. 16. "Share class": A group of shares carrying the same rights or obligations. 17. "Limited liability company": A private limited company or a public limited company, including a limited partnership company. 18. "Group": A parent company and its subsidiaries (see section 7). 19. "Management": All of the bodies specified in paragraphs 4 and 5 of this section. Any member of management may be a member of the company’s supervisory board, board of directors or executive board. 20. "Parent company": A limited liability company controlling one or more subsidiaries (see sections 6 and 7). 21. "Limited partnership company": A limited partnership (see section 2(2) of the Danish Act on Certain Commercial Enterprises (lov om visse erhvervsdrivende selskaber)) in which the limited partners have contributed a certain amount of capital which is divided into shares (see Part 21 of this Act). 22. "Restoration": Temporary reinstatement of a company after it has been deleted from the IT system of the Commerce and Companies Agency (see section 235). 23. "Public limited shipping company“: A public limited company carrying on shipping activities (see section 112(2)). 24. "Date of registration": The date on which a shareholder's right to attend and vote on his shares at a general meeting is determined. 25. "Capital represented": Voting or non-voting shares represented at the general meeting and carrying the right of representation as provided by the articles of association. 26. "Right of representation": - 4 - A right that can be attached to non-voting shares, allowing the shareholder to attend general meetings and be counted in the assessment of capital represented at the general meeting. Voting shares always carry a right of representation (see section 46). 27. "Share capital": The contribution amount representing the extent of shareholder liability under this Act (see section 4). 28. "State-owned public limited companies": A public limited company with which the Danish Government has a connection similar to that of a parent company and a subsidiary (see sections 6 and 7). Groups 6 A group consists of a parent company and one or more subsidiaries. No business may have more than one direct parent company. If more than one company satisfies one or more of the criteria in section 7, only the company that has actual control of the financial and operating decisions of the business is deemed to be the parent company. 7(1) Control means the power to exercise decisive influence over a subsidiary’s financial and operating decisions. (2) Control of a subsidiary exists where the parent company owns, directly or indirectly through a subsidiary, more than half of the voting rights in a business, unless, in exceptional circumstances, it can be clearly demonstrated that such ownership does not constitute control. (3) Where a parent company holds half or less than half of the voting rights in a business, control exists if the parent company has 1. the power to exercise more than half of the voting rights by virtue of an agreement with other investors; 2. the power to control the financial and operating policies of a business under any articles of association or agreement; 3. the power to appoint or remove the majority of the members of the supreme governing body, and this body has control of the business; or 4. the power to exercise the actual majority of votes at general meetings or an equivalent body and thus the actual control of the business. (4) The existence and effect of potential voting rights, including rights to subscribe for and purchase shares that are currently exercisable or convertible, must be taken into account when assessing whether a company has control. (5) Any voting rights attaching to shares owned by the subsidiary itself or by its subsidiaries must be disregarded in the determination of the voting rights in a subsidiary.
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