This is an unofficial translation – please note that only the Danish version in the Official Law Gazette (Lovtidende) has legal validity.

Consolidation Act No. 324 of 7 May 2000

The Danish Public Companies Act

(Consolidation Act)
(Bekendtgørelse af lov om aktieselskaber)

An Act to consolidate the Public Companies Act, see Consolidated Act No. 545 of 20 June 1996, as amended by Act No. 1007 of 23 December 1998 and s. 2 of Act No. 1056 of 23 December 1998.

Part 1

Introductory provisions

1.—(1) This Act shall apply to all public companies carrying on business for profit.
(2) The shareholders of a public company shall not be personally liable for the company’s debts and obligations.
(3) The share capital of a public company shall amount to not less than DKK 500,000. The share capital shall be stated in Danish kroner (DKK) or euro. By executive order the Commerce and Companies Agency may allow that the share capital be stated in other currencies. The Agency may further lay down specific rules about conditions for stating the share capital in a new currency and about the time when such change can be made.
(4) This Act shall not apply to companies whose objects are, through the members’ participation in the business activities as buyers, suppliers or in any other, similar way, to help promote the common interests of the members, provided that the articles of association stipulate that the profits, other than normal interest on the paid-up capital, shall be distributed exclusively among the members in proportion to their share of the turnover, and that on the dissolution of the company, after the repayment of the paid-up capital, the assets shall be distributed in the same way, subject to section 135.

2.—(1) A parent company and its subsidiary undertakings jointly constitute a group.

(2) A public company is deemed to be a parent company if it

  1. holds the majority of the voting rights in a public or private company;
  2. is a shareholder in a public or private company and has the right to appoint or remove the majority of the members of the company’s board of directors or, where a private company does not have a board of directors, the management board;
  3. is a shareholder in a public or private company and has the right to exercise a dominant influence over the company on the basis of the articles of association or any agreement with the company in general;
  4. is a shareholder in a public or private company and pursuant to an agreement with other holders of shares in public or private companies controls the majority of the voting rights in the company; or
  5. holds shares in a public or private company and exercises a dominant influence over such company.

(3) A public or private company with which a parent company has one of the relationships mentioned in subsection (2) above, is deemed to be a subsidiary undertaking. This shall not apply if the dominant influence is exercised on the basis of articles of association the validity of which is maintained under the provisions of section 168 (5).

(4) In counting the voting rights and the rights to appoint or remove members of managerial bodies, the rights which the parent company and its subsidiary undertakings hold shall be included.

(5) In counting the voting rights in a subsidiary undertaking, the voting rights which are attached to shares in public or private companies held by the subsidiary undertaking itself or its subsidiary undertakings shall not be included.

2 a.—A public company is deemed to be a state-owned company where the Danish state has the same relation with the company as a parent company has with its subsidiary undertaking. See section 2.

Part 2

The formation of companies

3.—(1) A public company may be formed by one or more promoters. The promoters shall sign a memorandum of association which must contain a draft of the articles of association of the company and provisions relating to the matters specified in sections 5 and 6.

(2) At least one promoter shall be resident in this country save where the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) grants an exemption from this requirement. The Danish state, Danish local authorities, partnerships with personal liability of partners (ansvarlige interessentskaber), limited partnerships (kommanditselskaber), private companies (anpartsselskaber), public companies (aktieselskaber), other companies with limited liability (selskaber med begrænset ansvar) and associations domiciled in this country as well as foundations and other independent institutions domiciled in this country subject to public supervision are deemed to be equal to persons resident in this country. The Commerce and Companies Agency may grant exemptions from the requirement that foundations and other independent institutions shall be subject to public supervision.

(3) The promoters shall be legally competent, must not be under guardianship pursuant to section 5 of the Guardianship Act (Værgemålsloven) or under guardianship pursuant to section 7 of the same Act and shall not have notified the insolvency court of any intention to suspend payments or have entered into insolvent liquidation by order of the court.

4.—(1) The articles of association shall include provisions about

1) the name and any secondary names of the company;

2) the local authority in Denmark in which the company is to have its registered office (head office);

3) the objects of the company;

4) the amount of the share capital. During the period up to the first general meeting, the share capital may be indicated with the minimum amount which must be subscribed and the maximum amount which may be subscribed;

5) the denomination (nominal value) of the shares and the shareholders’ voting rights;

6) the number or the minimum and maximum number of members of the board of directors and any alternates for such members as well as the term of office of the members of the board of directors;

7) the number or the maximum and minimum number of auditors as well as the term of office of the auditors;

8) notices to convene general meetings;

9) the business to be transacted at annual general meetings;

10) the accounting reference period of the company;

11) whether the shares are to be made out to a named holder or may be made out to bearer, and

12) whether the company’s shares are to be non-negotiable instruments.

(2) The articles of association shall include any decisions made in respect of

1) the shareholders’ obligation to allow that the company or others redeem their shares in whole or in part, see section 20 a;

2) restrictions on the negotiability of the shares, see sections 19 and 20;

3) special rights conferred on some shares, see section 17;

4) limitations as to the members of the board of directors’ and the members of the management board’s right to sign for the company in accordance with section 60 (3); or

5) a management board of more than three members, see section 51 (1).

(3) In the case mentioned in paragraph 5) of subsection (2) above, the maximum and minimum number of members of the management board shall be stated.

5.—(1) The memorandum of association shall include information and provisions about

1) the names, occupations and addresses of the promoters;

2) the issue price of the shares;

3) the subscription period and dates when the shares are payable;

4) the period within which the first general meeting must be held and the manner and notice formats with which the meeting must be called, save where the general meeting is held without any notice convening it under section 9; and

5) whether the company must defray the costs incurred in connection with its formation and, if so, the estimated costs.

(2) The first annual report shall state the actually defrayed costs in connection with the formation.

6.—(1) The memorandum of association shall include any decisions made in respect of the following

1) that shares may be subscribed on the contribution of assets other than cash (non-cash contributions);

2) that the company shall acquire such assets in any other manner than by way of consideration of shares;

3) that special rights or benefits shall be conferred on the promoters or others; and

4) that an agreement shall be made with the promoters or others according to which a substantial financial liability is incurred on the company.

(2) Non-cash contributions shall have a value which can be expressed as money equivalents. Such contributions shall not be an obligation to perform work or render services. Claims on promoters or subscribers cannot be contributed, irrespective of whether collateral security has been provided for such claims.

(3) The memorandum of association shall state the circumstances which are significant to the evaluation of the decisions made in pursuance of subsection (1) above. The statement shall include the names and addresses of the persons who may be affected by the decisions.

(4) Any documents, the main contents of which are not reproduced in the memorandum of association but to which reference is made therein, shall be attached to the memorandum.

(5) Agreements concerning matters dealt with in the memorandum of association but which have not been approved by it, shall not bind the company.

6 a.—(1) If the company is to acquire assets from the promoters or others in pursuance of paragraphs 1) or 2) of section 6 (1), a valuation report shall be attached to the memorandum of association. The report shall include

1) a description of each contribution or acquisition;

2) information about the valuation procedure applied;

3) a specification of the consideration fixed for the acquisition; and

4) a statement to the effect that the assessed value corresponds to the agreed consideration as a minimum, including both the nominal value of the shares which are to be issued and the addition of any premium.

(2) If, in connection with the formation, the company takes over an existing business, the valuation report shall also include an opening balance sheet for the company provided with an auditor’s unqualified report. The said opening balance sheet shall be prepared in accordance with the Company Accounts Act (Lov om visse selskabers aflæggelse af årsregnskab m.v.).

(3) The valuation shall be conducted immediately before the first general meeting.

6 b.—(1) The valuation report shall be prepared by one or more impartial valuation experts. The promoters may appoint as valuation experts persons who have been designated by the Minister of Justice as fiduciary appointees in connection with compulsory composition negotiations, or a state authorised public accountant or registered public accountant. In other cases the insolvency court of the jurisdiction where the company is to have its registered office may appoint valuation experts.

(2) The provisions set out in sections 61 d (2) and (3) and section 61 l of the Company Accounts Act, section 13 (1) of the Act on State Authorised Public Accountants (Lov om statsautoriserede revisorer) and section 7 (1) of the Act on Registered Public Accountants (Lov om registrerede revisorer) shall apply correspondingly to valuation experts.

(3) The valuation experts shall be entitled to make such investigations as they may find necessary and may request from the promoters or the company such information and assistance as they consider necessary for the performance of their duties.

6 c.—(1) The company’s acquisition of assets from a promoter or a shareholder who is known to the company, apart from acquisitions covered by section 6 a, must be approved by the company in general meeting if

1) the acquisition takes place in the period from the date of drawing up the memorandum of association and up to 24 months after the registration of the company; and

2) the consideration amount equals or exceeds one-tenth of the share capital.

(2) According to the provisions of sections 6 a and 6 b, a valuation report shall be produced for the use of the company in general meeting, and the board of directors shall furnish a written statement concerning the acquisition. The balance sheet referred to in section 6 a (2) shall be prepared as an acquisition balance sheet for the acquired undertaking.

(3) The provision of subsection (1) above shall not apply to the ordinary business transactions of the company or to acquisitions made on a stock exchange. See section 7 (1) (i) of the Act on Securities Trading etc. (Lov om værdipapirhandel m.v.).

(4) The statement concerning the acquisition and the valuation report shall be made available for inspection and sent out according to the provisions of section 73 (6). Moreover, the documents shall be presented to the company in general meeting.

(5) The valuation report with an endorsement by the chairman of the general meeting as to when the acquisition was approved shall be delivered to the Commerce and Companies Agency not later than four weeks after the approval of the acquisition by the company in general meeting.

7.—(1) Subscriptions for shares shall be made in the memorandum of association or on subscription lists which must include a copy of the memorandum of association with annexes, if any. A subscription for shares in compliance with the above provisions cannot be invoked by the company if the subscriber has filed an objection with the Commerce and Companies Agency prior to the registration of the company.

(2) If shares have been subscribed subject to reservations, the subscription shall be void. If no objections have been filed with the Commerce and Companies Agency prior to the registration of the company, the subscription shall be binding and the reservations will have lapsed.

8.—(1) The promoters shall determine whether the subscription for shares can be accepted. A promoter cannot be allotted shares totalling a smaller amount than he has acquired or subscribed according to the memorandum of association. If the shares are over-subscribed, the promoters shall determine, prior to the calling of the first general meeting, how many shares each individual subscriber shall be allotted.

(2) If a subscription for shares has not been accepted, or the promoters find the subscription void, or a reduction of the subscribed amount has been made due to over-subscription, the promoters shall immediately notify the subscriber concerned.

9.—(1) The resolution to form the company shall be passed at the first general meeting.

(2) If all shares are subscribed at the general meeting and all approved subscribers agree, the resolution to form the company may be passed without prior notice of a meeting. Failing this the promoters shall give all subscribers notice of the holding of the first general meeting. The provisions of both this Act and the articles of association concerning general meetings shall apply correspondingly in respect of this general meeting.

(3) The promoters shall ensure that the subscription lists used are made available for inspection by the subscribers not later than eight days prior to the general meeting at the place specified in the notice of the general meeting.

(4) The subscription lists and the statement of the expenses mentioned in paragraph 5) of section 5 (1) shall be presented at the general meeting. Moreover, information shall be supplied as to the amount of the shares which has been accepted, the allotment of the shares to the individual subscribers and the amount paid up on the shares. Such information shall be recorded in the minutes of the proceedings.

10.—(1) If at the first general meeting it is evident that the share capital or any minimum amount fixed has not been fully subscribed and accepted by the promoters, the formation of the company shall abort and the obligations of the subscribers shall lapse. Amounts paid up shall be refunded but the costs incurred in connection with the formation may be deducted if this has been made a condition of the subscription.

(2) In the event that any question arises at the first general meeting concerning an alteration of the articles of association or other parts of the memorandum of association, no decisions may be made as to the formation of the company until such question has been resolved. If in the notice convening the first general meeting a proposal has been made concerning an alteration of the articles of association, such proposal may be adopted observing the rules applicable to alterations of the articles of association. A proposal to form the company with a larger share capital than that indicated in the memorandum of association or to alter the articles of association, without this being mentioned in the notice, or to alter other parts of the memorandum of association, may only be adopted with the consent of all promoters and subscribers.

(3) For the decision to form the company it is required that the resolution is passed by the majority of the votes cast and at least two-thirds of the share capital represented at the general meeting. If these requirements are not met, the formation of the company shall abort.

(4) After the resolution to form company has been passed, the board of directors shall be elected and the auditor appointed.

11.—(1) The board of directors shall deliver for registration particulars of the company not later than six months from the date of the drawing up of the memorandum of association.

(2) The company cannot be registered unless the total amount of share capital which has been subscribed with binding effect and allotted equals the share capital stated in the articles of association and the nominal value of the shares with the addition of any premium has been fully paid up. A receipt for the payment shall be included in the particulars mentioned in subsection (1) above.

(3) If the notification concerning the formation of a company has not been delivered to the Commerce and Companies Agency by the expiry of the time limit mentioned in subsection (1) above, registration cannot take place. In that case, the obligations of the subscribers will lapse. See section 10 (1). This shall also apply if registration is refused for other reasons.

12.—(1) A company which has not been registered cannot acquire rights or incur obligations as a company. Nor can it be a party to legal proceedings, other than lawsuits for the collection of amounts of share capital subscribed and other lawsuits concerning subscription for shares.

(2) Anyone who has incurred before the registration an obligation or has a share in an obligation will be jointly liable for any such obligation incurred on behalf of the company. Upon registration the company shall take over the obligations which are consequent upon the memorandum of association or which the company has incurred after the first general meeting.

(3) If an agreement has been made before the registration of the company, and if the other contracting party knew that the company had not been registered, such other contracting party shall, unless otherwise agreed, be entitled to treat himself as discharged from all further contractual obligations if the particulars for registration have not been delivered to the Commerce and Companies Agency by the expiry of the time limit set out in section 11 (1) at the latest or if registration is refused. If the other contracting party was unaware that the company had not been registered, such party shall be entitled to treat himself as discharged from all further contractual obligations as long as the company has not been registered.

(4) A company which has not been registered shall add the words "under formation" to its name.

Part 3

Payment of shares

13.—(1) The amount to be paid per share shall not be less than the nominal amount of the share.

(2) No investor subscribing for shares shall set off his claims on the company against his obligation in relation to the share issue, except with the consent of the board of directors. Such consent shall not be granted where setting off a claim could be detrimental to the company or its creditors.

(3) A company’s claims for payment of shares shall not be divested or charged.

(4) Where a share not fully paid up is transferred, the transferee, upon having reported his acquisition, together with the transferor shall be liable for the outstanding amount.

14. to 16. (Repealed)

Part 4

Shares, share certificates and register of shareholders (aktiebog)

17.—Equal rights shall attach to all shares of a company. The articles of association may provide that a company shall have more than one share class, in which event the articles of association shall state the differences between the share classes, the size of each share class as well as any restrictions in respect of pre-emption rights for new shares on an increase of the share capital. See section 30 (2).

18.—(1) Shares are freely transferable and non-redeemable unless otherwise provided by law.

(2) Shares may be registered by name or to bearer. The articles of association may provide restrictions as to the transferability of registered shares or conditions with respect to redemption.

19.—(1) Where the articles of association provide, in the event of a transfer of a share or shares, that shareholders or others shall be granted a right of first refusal, the articles of association shall set out the detailed rules governing this matter, especially in respect of the time limit within which such right of first refusal must be exercised. If the provisions of the articles of association were to result in a manifestly unreasonable price or otherwise manifestly unreasonable terms, such provisions may be fully or partially overruled by an order of the court.

(2) If the articles of association do not set out the method for calculating the price to be applied in respect of the right of first refusal, or if the provisions to this effect have been overruled in pursuance of subsection (1) above, and if the price cannot be agreed upon, the price shall be fixed at the value of the shares as determined by experts appointed by the court of the jurisdiction of the company’s registered office. The determination of the experts may be brought before the court. Proceedings in this matter shall be instituted not later than three months from the date the opinion of the experts is received.

(3) If the transfer of shares comprises more than one share, the right of first refusal may not be exercised in respect of a proportion of such shares unless such treatment is warranted by the articles of association.

20.—(1) If the articles of association require that consent is granted to a transfer of shares, a decision as to consent shall be made promptly upon receipt of an application for consent. The person requesting consent must be informed of the decision forthwith. Consent shall be deemed to have been granted if the person has not been informed of the decision within a period of eight weeks from the request.

(2) If the articles of association require that the company gives its consent to the transfer of shares, such consent shall be granted by the board of directors unless the decision has been referred to the company in general meeting.

20a.—If the articles of association contain provisions with respect to redemption of shares, such provisions must state the conditions for redemption and name the person or persons entitled to demand such redemption. The provisions of section 19 shall apply correspondingly.

20b.—(1) Where a shareholder holds more than nine-tenths of the shares in a company and where that shareholder holds a corresponding proportion of the voting rights, such shareholder and the company’s board of directors may in a joint decision require the company’s remaining shareholders to allow their shares to be acquired by that shareholder. Subject to such decision being made, the aforementioned shareholders shall be invited, pursuant to the rules governing notices to convene the annual general meeting, to transfer their shares to the shareholder within a period of four weeks.

(2) The notice to convene the general meeting shall state the terms of redemption and the basis on which the redemption price has been determined. The notice shall also state that if the redemption price cannot be agreed upon, the redemption price must be determined by experts appointed by the court of the jurisdiction of the company’s registered office in accordance with the provisions of section 19 (2). Finally, the notice shall also state the provisions of subsection (3) below.

(3) If the valuation made by the experts or the determination made under the provisions of section 19 (2) results in a redemption price in excess of the price offered by the compulsorily acquiring shareholder, such redemption price shall also apply to any shareholders of the same class of shares, who have not requested a valuation. The costs of valuation shall be for the account of the compulsorily acquiring shareholder unless the court finds special reasons warranting that the minority shareholders in question be made to reimburse the shareholder’s expenses in full or in part.

20c.—(1) Any minority shareholders who have not transferred their shares to the compulsorily acquiring shareholder before the expiry of the period set out in section 20 b (1) shall be invited, through an advertisement inserted in the first issue of the Official Gazette (Statstidende) of the subsequent quarter, to transfer their shares to the compulsorily acquiring shareholder pursuant to section 20 b within a period of not less than three months. If the shares in the company are negotiable instruments, not less than six months’ notice shall be given.

(2) The advertisement inserted pursuant to subsection (1) above shall reproduce information in respect of the particulars contained in section 20 b (2). In addition, such advertisement shall state the date of an expert valuation or the date on which the court is scheduled to make a decision pursuant to section 19 (2), as the case may be. Finally, it shall state that subsequent to the expiry of the period of notice, the shares will be registered in the name of the compulsorily acquiring shareholder in the company’s register of shareholders and that all rights to demand a valuation by experts shall be forfeit on expiry of the period of notice.

(3) For any shares not transferred to the compulsorily acquiring shareholder on expiry of the period of notice as defined in the advertisement in the Official Gazette and determined pursuant to subsection (1) above, the compulsorily acquiring shareholder shall forthwith deposit unconditionally in favour of the relevant shareholders the redemption sum corresponding to the number of shares not transferred. See the Act on the Right of Debtors to Free Themselves by Deposit (Lov om skyldneres ret til at frigøre sig ved deponering).

(4) Concurrently with the time of such deposit, all share certificates representing the shares so acquired shall be considered to be cancelled. The board of directors shall cause the new share certificates to be provided with an endorsement stating that such certificates have been issued in place of the share certificates cancelled.

20 d.—Where a shareholder holds more than nine-tenths of the shares in a company and also holds a corresponding proportion of the voting rights, such a qualifying shareholder may be required by any of the company’s minority shareholders to acquire the shares of that minority shareholder. Section 19 (2) and the second clause of section 20 b (3) shall apply correspondingly.

21.—The company may issue share certificates. If any shareholder so requires, subject to the provisions of section 21 a (1), or if the shares are negotiable instruments or issued to bearer, share certificates shall be issued for all of the shares, unless the shares are issued through a securities centre, see section 7 (1) (iiiiii) of the Act on Securities Trading etc. (Lov om værdipapirhandel m.v.). If there are any restrictions in the transferability of the shares, or if the shareholders are under an obligation to let their shares redeem, the share certificates cannot be issued to bearer, and any transfer of shares to bearer shall not be binding upon the company.

(2) Share certificates may not be delivered until the subscription has been registered by the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen). Registered shares may only be delivered to shareholders recorded in the company’s register of shareholders.

(3) Share certificates shall state the name, registered office and registration number of the company as well as the distinguishing number and the nominal amount of the share. Share certificates shall also state whether the share is registered by name or whether it may be issued to bearer, and shall bear the date or month of issue. Share certificates must be signed by the members of the board of directors. Such signatures may be produced mechanically.

(4) If according to the articles of association shares of different classes may be issued, a share certificate must state to which class of shares it belongs.

(5) A share certificate must also state any provisions of the articles of association with respect to whether —

  1. the shares must be registered in the name of the holder in order to carry voting rights;
  2. certain shares confer special rights;
  3. shareholders are under an obligation to allow their shares to be redeemed;
  4. the shares shall not be negotiable instruments;
  5. restrictions apply with respect to the transferability of the shares; and
  6. the shares may be cancelled without an order of the court.

(6) Share certificates must contain a proviso that the particulars set out in subsections (3) to (5) above may have been changed subsequent to the date of issue altering the legal position of the shareholder. When such alterations are made, the board of directors shall take all reasonable steps to cause the share certificates to be endorsed to such effect or to be replaced by new share certificates.

21 a.-Where a company’s shares are quoted for sale in an authorised market place, see section 7 (1) (ii) of the Act on Securities Trading etc. (Lov om værdipapirhandel m.v.), a shareholder cannot require the company to issue shares.

(2) Where the company has issued share certificates, the company may call in the share certificates for cancellation with at least 3 months’ notice in accordance with the rules set out in this Act and the company’s articles of association regarding notice for the company’s general meeting, and by written notice to all shareholders registered in the company’s register of shareholders. Hereafter a shareholder cannot exercise the rights attached to a share until the share certificate has been delivered to the company. This shall, however, not apply to the right to obtain dividends and other payments and the right to subscribe for new shares issued in connection with a capital increase.

(3) The provisions of subsections (1) and (2) above shall not apply to shares that are negotiable instruments or bearer shares.

22.—A share certificate may comprise more than one share. Such share certificates must state its distinguishing number as well as the distinguishing numbers and the nominal amounts of the shares represented by the share certificate. Otherwise, the provisions of section 21 shall apply correspondingly.

23.—(Repealed)

23 a.—(1) For shares issued through a securities centre, the company’s board of directors shall ensure that the securities centre receives information immediately in respect of the following particulars and subsequent changes thereto —

  1. The company’s name, registered office, postal address and registration number as listed in the register of companies;
  2. The company’s share capital with a specification of the number of shares, share denomination and, for registered shares, the names and addresses of the shareholders. Companies having issued more than one class of shares must list the information by class;
  3. Any particular rights or obligations attaching to specific shares;
  4. Any requirement to the effect that shares must be registered in order to carry voting rights.

(2) Shares may not be issued through a securities centre until the company has been listed in the register of companies.

(3) On a capital increase, the board of directors shall cause pre-emption rights and rights to bonus shares to be registered, specifying the number of rights required to subscribe new shares. For new shares, the information provided shall state the date when the shares become eligible for rights in the company. If the capital increase has not been recorded in the register of companies, or if a share has not yet been fully paid up, the board of directors must cause information to this effect to be recorded in a securities centre.

(4) The board of directors shall promptly cause any resolution for a capital reduction as well as the amount of such capital reduction to be recorded in a securities centre after such resolution has been passed.

(5) The Commerce and Companies Agency may give further specifications on the issuing of the information required under subsections (1) to (4) above.

23 b.—The company shall discharge all costs incurred in relation to issuing shares etc. in a securities centre. The company must enter into an agreement with one or more account-holding banks to the effect that shareholders may, at the company’s expense,

  1. have their shares registered and held in safe keeping with such banks; and
  2. receive notification of dividends etc. and an annual statement of account.

All shareholders are entitled to appoint an account-holding bank of their choice to perform the services listed under paragraphs 1) and 2) above, provided that such bank agrees to provide these services at the same expense to the company as the company would have incurred to the bank with which the company has an arrangement.

23 c.—(1) Where a company’s shares are to be issued through a securities centre in future, the company shall promptly provide to such securities centre the information set out in section 23 a.

(2) The company’s share certificates shall be delivered to an account-holding bank in the manner prescribed in the registration notice issued by a securities centre. Shareholders and the company must provide the information prescribed in the registration notice.

23 d.—If any relevant shares have not been registered by the centre following a period of five years from the date the company invited the shareholders to have their shares registered in a securities centre, the board of directors may, through an advertisement inserted in the Official Gazette, invite the holder or holders of such shares to have their shares registered within a further period of six months. After the expiration of this further period, the board of directors may sell any shares not registered through a securities dealer for the account of the shareholders in question See section 4 (3) of the Act on Securities Trading, etc. The company is entitled to deduct from the proceeds of such sale the expenses related to the advertisement and the divestment. Sales proceeds not claimed within a period of five years from the divestment shall accrue to the company.

24.—(1) If a share certificate is transferred to a new owner or is charged, the provisions of section 14 (1) and (2) of the Debt Instruments Act (Lov om gældsbreve) shall apply correspondingly. This rule shall not apply if explicit and conspicuous reservations have been made in the share certificate pursuant to a provision in the articles of association, for example to the effect that it is not a negotiable instrument. A share certificate issued to bearer shall remain a bearer security unless the owner’s name is stated on it, even if such share certificate is provided with the company’s endorsement that the owner is registered in the books of the company.

(2) The provisions of sections 24 and 25 of the Debt Instruments Act shall apply to dividend coupons.

(3) Share certificates may be cancelled without an order of the court only when the company’s articles of association and its share certificates contain provisions to this effect. A notice of cancellation must be inserted in the first issue of the Official Gazette in a quarterly period, giving periods of notice as follows —

  1. for cancellation of share certificates which are not negotiable instruments, not less than four weeks;
  2. for other share certificates, not less than six months.

(4) The provisions of subsection (3) shall apply correspondingly to coupons and talons. Coupon sheets and the accompanying share certificates may be cancelled without an order of the court if the articles of association do not otherwise provide.

25.—(1) The board of directors shall keep a record of all the shares of the company (a register of shareholders, "aktiebog"). The articles of association may provide that the register of shareholders be kept by a keeper of the register of shareholders ("aktiebogsfører") elected by the company on the company’s behalf. The articles of association shall contain information about name and address of the keeper of the register of shareholders. The Commerce and Companies Agency may lay down specific rules about the employment of keepers of registers of shareholders. The register of shareholders shall be established immediately upon the formation of the company. Shares shall be entered in numerical order, unless issued through a securities centre. The names of the holders of registered shares shall be entered in the register.

(2) If a share certificate represents more than one share, the register of shareholders shall also give particulars about the distinguishing number of the share certificate as well as the distinguishing numbers and the nominal value of the shares comprised by the share certificate.

(3) If a registered share has changed hands and the articles of association do not prohibit such transfer, the name of the new shareholder shall be entered in the register of shareholders if he makes a request to that effect and proves his title. Entries in the register of shareholders must be dated.

(4) The company or the keeper of the register of shareholders, respectively, see the second clause of subsection (1), shall provide the share certificate with an endorsement as to any entries that have been made and, where so provided in the articles of association, shall issue a statement, against the deposit of the share certificate, confirming that an entry has been made in the register of shareholders.

25 a.—(1) For companies which have not issued share certificates, or whose shares have not been issued through a securities centre, the register of shareholders shall state the name and address of all shareholders as well as the nominal value of their shares. Notification of a share changing hands or being charged must be witnessed by an entry in the register of shareholders, stating the name and address of the new shareholder or the pledgee and if the articles of association do not include a proviso against such acquisition, the nominal value of the share. The company or the keeper of the register of shareholders, respectively, see the second clause of section 25 (1), may require the transferee to prove his title. Such entries in the register of shareholders shall be dated.

(2) The company or the keeper of the register of shareholders, respectively, see the second clause of section 25 (1), shall issue proof of entry in the register of shareholders at the request of any shareholder or pledgee.

25b.—(1) A transfer in ownership of or a charge on shares which have not been issued through a securities centre, or for which no share certificate has been issued, shall be effective against creditors of the transferor only if the company or the keeper of the register of shareholders, respectively, see the second clause of subsection (1), has received notification of such transfer from the transferor or the transferee.

(2) Where a shareholder has transferred a specific share to more than one transferee and such share is subject to subsection (1) above, a subsequent transferee shall supersede all prior transferees once the company or the keeper of the register of shareholders, respectively, see the second clause of subsection (1), has received notification of the transfer to this party provided the subsequent transferee has acted in good faith at the time the company or the keeper of the register of shareholders, respectively, see the second clause of subsection (1), received the notification.

26.—(1) The register of shareholders may be adequately maintained as a loose-leaf ledger, a card system, by way of data processing or by any similar method.

(2) The register of shareholders shall be open to inspection by public authorities at the company’s registered office. In companies in which the employees have not elected members to the board of directors in accordance with the third clause of 49 (2), the register of shareholders shall also be open to inspection by an employee representative. In a group of companies in which the employees of the group have not elected members to the board of directors in accordance with section 49 (3), the parent company’s register of shareholders shall also be open to inspection by a representative of the employees of the other group companies. Where the register of shareholders is kept by a keeper of the register of shareholders, the articles of association may specify a place in this country other than the company’s office, where the register of shareholders shall be open to inspection.

27.—The transferee of a registered share may not exercise the rights conferred on a shareholder unless his name has been recorded in the register of shareholders or he has notified the company of his acquisition and proven his title. This rule shall not apply to the right to receive dividend or any other disbursements, or the right to acquire new shares on an increase of the share capital.

28.—If a share is held by several persons jointly, the rights against the company attaching to any such share may only be exercised under the authority of an instrument of proxy executed by all of the parties.

28 a.—(1) Anyone holding shares in a public company shall give notice to the company informing it of such holding, if

  1. the voting rights of such shares represent five per cent or more of the voting rights or the nominal value of the shares represents five per cent or more of the share capital and amounts to not less than DKK 100,000; or
  2. any changes occur to an ownership interest already reported to the effect that the level of ownership in the range of between 10 per cent and 100 per cent, in five percentage point intervals, and levels of one-third or two-thirds of the voting rights or nominal value of the share capital, respectively, rise above or fall below such intervals, or to the effect that the level of ownership falls below the levels defined in paragraph 1) above.

(2) An ownership interest as stated in subsection (1) above includes

  1. shares, whose voting rights are held by a company controlled by such party through a relationship as defined in section 2 (2), see section 2 (4) and (5); and
  2. shares, which the party has charged as collateral security, unless where the chargee controls the voting right and declares his intention of exercising such right.

28 b.—(1) Where a party’s ownership interest rises above or falls below one of the levels defined in section 28 a, that party must give notice to the company informing it of the facts within a period of not more than four weeks. The notice must state the party’s full name and address or, for undertakings, the registered office, the number of shares held, their nominal value and the class of shares.

(2) The company must keep a separate register of notices given in respect of subsection (1) above. Notices given shall promptly be entered in the register.

(3) The register shall, at the company’s registered office, be open to inspection by public authorities, shareholders, members of the board of directors and, in companies in which the employees have not elected members to the board of directors in accordance with the third clause of section 49 (2) and section 49 (3), by an employee representative. Any person may by written application to the company order a transcript of the register against payment of a fee to cover expenses related to the production and delivery of such transcript. The Minister of Trade and Industry can stipulate more specific rules concerning this matter.

(4) The company’s annual report shall state the parties listed in the separate register as at the date of the annual report, giving their full name and address or, for undertakings, their registered office.

28 c.—(Repealed)

28 d.—The Minister of Trade and Industry shall stipulate the rules governing notification of ownership interests pursuant to sections 28 a and 28 b of this Act with respect to shares in state-owned companies, including

  1. what should be included as an ownership interest; and
  2. prompt notification to the company and to the Commerce and Companies Agency.

Part 5

Increase of share capital and issue of share warrants

29.—(1) A resolution to increase the share capital shall be passed by the company in general meeting, subject to sections 37, 40 b and 41 b, by the voting majority required to alter the articles of association.

(2) Proposals for an increase of the share capital shall be open to inspection by the shareholders, shall be forwarded to the shareholders in accordance with the rules prescribed in section 73 (6), and shall be produced at the general meeting. If the annual accounts for the past financial year are not due to be laid at the same general meeting, the following documents shall also be produced —

  1. a copy of the latest annual accounts with the auditors’ report and the annual report and consolidated accounts, if any, with a note disclosing the resolution of the company in general meeting in respect of the profit or loss reflected in the accounts.
  2. a report from the board of directors disclosing, to the extent that this would not be detrimental to the company due to special circumstances, events of material importance which have occurred after the annual report was prepared and which affect the company.
  3. a statement by the auditor on the report of the board of directors.

(3) The notice convening the general meeting shall give particulars of the pre-emption rights conferred on shareholders or on others, and of the actions to be taken by those entitled to subscribe for shares. In the event of a departure from the shareholders’ pre-emption rights, the reasons for such departure and the proposed offer price of the shares shall be stated.

30.—(1) In the event of a cash increase of the share capital, the shareholders shall be entitled to subscribe for the new shares in proportion to their existing shareholdings.

(2) If there is more than one share class and such classes confer different voting rights or rights to a dividend or distribution of the company’s assets, the articles of association may provide that the shareholders have a pre-emption right within their own share class. The shareholders in the remaining classes shall rank after such pre-emption rights before availing themselves of their pre-emption rights pursuant to subsection (1) above.

(3) The company in general meeting may pass a resolution to depart from the rules of subsections (1) and (2) above, including for the benefit of the employees of the company or its subsidiaries, if such resolution is adopted by not less than a two-thirds majority both of the votes cast and of the share capital represented at the general meeting and subject to any other provisions of the articles of association. By the same majority of votes, the company in general meeting can fix the price of the shares to be offered to the employees. If a company has more than one class of shares, a resolution which would cause a change in the legal relationship between such share classes shall only take effect if adopted by not less than a two-thirds majority of the members attending the general meeting, whose share class would be prejudiced by such change. The company in general meeting cannot pass a resolution for a departure from the members’ pre-emption right greater than stated in the notice convening the general meeting.

31.—(Repealed)

32.—A resolution to increase the share capital by subscription for new shares shall state —

  1. the minimum and maximum amounts by which the share capital may be increased;
  2. if there are already, or if it is the intention to have more than one share class, the share class to which the new shares will belong;
  3. the pre-emption right conferred on shareholders or others and the restriction, if any, which will apply to the pre-emption right of the new shareholders in relation to future increases of the share capital, see section 30 (2);
  4. the expiry of the subscription period as well as a period of not less than two weeks within which members must have availed themselves of their pre-emption right. The latter period shall commence on the date the advertisement set out in section 34 (2) below is carried in the Official Gazette (Statstidende) or the date on which notification in writing is forwarded to the members;
  5. the last date of payment for the shares and, where the allotment of shares has not been entrusted to the board of directors and, if the shares offered are oversubscribed, the rules determining the allotment of shares not subscribed on the basis of pre-emption rights;
  6. the nominal value of the shares and the price at which they are offered;
  7. whether the new shares will state that they are non-negotiable instruments;
  8. whether the new shares will be registered shares or bearer shares;
  9. the estimated costs of the capital increase to be discharged by the company.

(2) The resolution to increase the share capital shall disclose if restrictions are to apply as to the transferability of the new shares or if the new members will be under an obligation to allow their shares to be redeemed.

(3) Unless otherwise stated in the resolution to increase the share capital, the new shares shall be eligible for any dividends payable and other rights relating to the company in respect of the financial year in which the capital increase is registered. The rights of the new shares shall accrue not later than 12 months from the time of registration.

(4) The company must give information in its next annual report as to the actual costs attributable to the capital increase.

33.—(1) If payment of new shares is accepted by way of assets other than cash, or if the company is required, as part of the capital increase, to take over such assets without consideration in shares, provisions to this effect shall be contained in the resolution to increase the share capital. The provisions of sections 6, 6 a and 6 b shall otherwise apply correspondingly; however, the statement required in accordance with section 6 (3) shall be submitted by the board of directors and the opening balance sheet required in accordance with section 6 a (2) shall be prepared for the undertaking acquired in the form of a pre-acquisition balance sheet.

(2) The provision of subsection (1) above shall not apply to share capital increases carried out in connection with a merger between public companies in accordance with Part 15.

33 a.—(1) If payment of new shares is accepted by way of debt conversion, provisions to this effect shall be contained in the resolution to increase the share capital. The board of directors shall submit a statement explaining the reasons for and the timing at which the debt was incurred as well as the reasons for the proposed conversion.

(2) The auditor must submit his opinion regarding the effects the conversion would have on the accounts. The statement of the board of directors, the auditor’s opinion and any documents drawn up shall be open to inspection by the members at the registered office of the company not less than eight days before the general meeting and shall be produced at the general meeting.

34.—(1) Subscription for new shares shall be carried out on subscription lists signed by the board of directors, or on copies of such lists. A subscription list shall disclose the resolution to increase the share capital made by the company in general meeting. The articles of association and the documents listed in section 29 (2) above shall be open to inspection during subscription. If the subscription for shares is subject to the provisions of sections 33 and 33 a, the documents referred to in these provisions shall also be available in connection with the subscription.

(2) Pursuant to the rules governing notices to convene general meetings, the members shall be notified that the subscription list will be available and shall be given information as to the last date on which the pre-emption right can be exercised. Notification must also be given by way of advertisement in the Official Gazette. If all shares are registered, notification in writing can be made to each member instead of through advertisement in the Official Gazette.

(3) New shares may be subscribed in the minute book provided that all members and all parties entitled to subscribe for the new shares in accordance with the resolution of the company in general meeting are in attendance at the general meeting and that all of the new shares are subscribed in this manner.

35.—If subscription was not carried out in accordance with the rules of section 34 above or if subscription was made subject to reservations, the provisions of section 7 shall apply correspondingly.

36.—(1) If the minimum amount of the increase of the share capital has not been subscribed by the closing date of the subscription period stated in the subscription list, the resolution to increase the share capital and any alterations to the articles of association which are subject to such increase of the share capital shall become void, in which case any amounts paid towards the shares shall be repaid forthwith.

(2) Notification that the share capital is being increased shall not be entered in the register of companies until such time as the newly subscribed capital and premium, if any, has been fully paid up. If notification has not been filed within 12 months from the date of the resolution to increase the share capital, or if registration is refused, the rules of subsection (1) shall apply correspondingly.

(3) If shares are being subscribed on the basis of securities conferring a right to subscribe for shares (share warrants), and if the subscription period expires later than 12 months from the date of the resolution to increase the share capital, and if the minimum amount of the increase of the share capital has been subscribed and the shares are fully paid up, inclusive of any premium, the board of directors shall, within a period of four weeks from the expiry of each financial year, report on the amount of the capital increase of that year. If notification has not been delivered to the Commerce and Companies Agency within four weeks from the closing date of the subscription period, or if registration is refused, the rules of subsection (1) shall apply correspondingly. The board of directors may make such alterations to the articles of association as are necessary to give effect to the capital increase. When registration has taken place, the share capital will have been increased by the total nominal value of these shares.

37.—(1) The articles of association may contain a provision authorising the board of directors to increase the share capital by way of an issue of new shares or an issue of bonus shares to the employees of the company or any subsidiary undertaking. An authorisation to this effect can be granted for one or more periods of up to five years each.

(2) The articles of association shall state the expiry date of the period described in subsection (1), the maximum amount by which the board of directors has been authorised to increase the share capital and otherwise give particulars about the matters set out in paragraphs 2), 7) and 8) of section 32 (1) and section 32 (2). The articles of association shall state if the increase can be carried out in full or in part by any means other than by cash payment. Furthermore, particulars must be given in respect of any resolution passed by the company in general meeting to depart from the pre-emption rights of existing members. See section 30 (3).

38.—(1) The board of directors can make such alterations to the articles of association as are necessary to the capital increase carried out in accordance with section 37 above.

(2) The subscription list must give particulars about the authorisation contained in the articles of association, see section 37 (2), and about the resolutions regarding the maximum and minimum amounts of the capital increase, the closing date of the subscription period, payment, the nominal value of the shares, the subscription price and the date when the rights in the company accrue to the shares. See paragraphs 1) and 4) to 6) of section 32 (1) and section 32 (3). Paragraph 9) of section 32 (1), see section 32 (4), and sections 33 to 36 shall apply correspondingly to the capital increase.

39.2)A bonus share issue can be implemented by a transfer to the share capital of such amounts as

  1. may be distributed as dividend pursuant to section 110 (1);
  2. have been allocated to the share premium account, see paragraph 2) of section 111 (3);
  3. have been allocated to a separate fund pursuant to paragraph 3) of section 47 (3);
  4. have been allocated to the revaluation reserve pursuant to section 30 (4) of the Company Accounts Act (Årsregnskabsloven);
  5. have been allocated to reserves due to the application of the equity method. See section 40 of the Company Accounts Act.

(2) The resolution shall state the amount by which the share capital is to be increased. The provisions of paragraph 2) and the second limb of paragraph 3) and paragraphs 7) and 8) of section 32 (1) and section 32 (2) and (3) shall apply correspondingly.

(3) A capital increase cannot be implemented until the resolution has been registered.

(4) A resolution to implement a bonus share issue shall be reported in accordance with the rules of Part 19. Such resolution shall cease to be valid if not reported in due time to the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen). See section 156.

40.—If any shares remain unclaimed by the parties entitled thereto following a period of five years from the registration of the bonus share issue, the board of directors may, through an advertisement inserted in the Official Gazette, invite such party or parties to claim their shares within a further period of six months. After the expiration of this further period, the board of directors may sell any shares unclaimed through a securities dealer for the account of the shareholder or shareholders in question. See section 4 (3) of the Act on Securities Trading, etc. (Lov om værdipapirhandel m.v.). The company shall be entitled to deduct from the proceeds of such sale the expenses related to the advertisement and the divestment. Sales proceeds not claimed within a period of five years from the divestment shall accrue to the company.

40 a.—(1) The company in general meeting can pass a resolution to issue share warrants, provided that, subject to sections 29 to 33 a of this Act, it also passes a resolution to increase the share capital accordingly.

(2) The resolution of the company in general meeting shall give the particulars related to the issue of the share warrants, including the maximum amount of the capital increase which may be subscribed on the basis of the share warrants, and the class to which the new shares will belong. Furthermore, the resolution of the company in general meeting shall give particulars on the right to exercise the share warrants and on the legal position of the owner in the event of a capital increase, a capital decrease, convertible debt instruments being issued, new share warrants being issued or dissolution, including a merger or division occurring before the pre-emption right can be exercised. For the purposes of the resolution to issue share warrants and pre-emption rights to have share warrants allocated, the provisions of section 29, section 30, the first limb of paragraph 3) and paragraphs 4) to 6) and 9) of section 32 (1), section 32 (4) and section 34 shall apply correspondingly.

(3) The resolution of the company in general meeting shall be incorporated in the articles of association. Following the expiry of the subscription period for the capital increase, the board of directors may resolve to strike out the provision.

40 b.—(1) The company in general meeting can authorise the board of directors to pass a resolution to issue share warrants, provided that, subject to the provisions of section 37 above, it also authorises the board of directors to increase the share capital accordingly. The former of such authorisations can be granted for one or more periods of up to five years each and can be for an amount of up to one half of the amount of the share capital issued as at the time when such resolution is passed. Such authorisation must be incorporated in the articles of association.

(2) The articles of association must state the closing date of the period described in subsection (1), the maximum amount of the capital increase to be subscribed on exercise of the share warrants and the class to which the new shares will belong. As section 30 shall apply correspondingly, particulars must also be given in respect of any resolution passed by the company in general meeting to depart from existing members’ pre-emption rights to such share warrants.

(3) A resolution by the board of directors to utilise such authorisation shall stipulate the particulars of the issue of share warrants, including the maximum amount of the capital increase to be subscribed on exercise of the share warrants and the class to which the new shares will belong. For the purposes of the resolution by the board of directors to issue share warrants, the provisions of paragraphs 4) to 6) of section 32 (1), section 32 (4), section 34 and the second clause of section 40 a (2) shall apply correspondingly.

(4) The resolution of the board of directors shall be incorporated in the articles of association and the board of directors can make such alterations to the articles of association as are necessary pursuant to subsection (3) above.

Part 6

Convertible and dividend-bearing bonds

41.—(1) The company in general meeting can pass a resolution permitting a loan against bonds or other debt instruments which confer upon the lender the right to convert his claim into shares in the company.

(2) Such resolution by the company in general meeting shall stipulate the specific terms of the loan and the rules governing conversion. Furthermore, the resolution of the company in general meeting shall give the particulars of the legal position of the lender in the event of a capital increase, a capital decrease, share warrants being issued, new convertible debt instruments being issued or upon a dissolution, including merger or division occurring before the right of conversion can be exercised. For the purposes of the resolution to raise a loan and the pre-emption right, the provisions of section 29, section 30, paragraphs 1) to 5) of section 32 (1), section 32 (2) and (3) and sections 33, 33 a and 34 shall apply correspondingly.

(3) The resolution of the company in general meeting must be incorporated in the articles of association.

(4) If the amount paid for a debt instrument is lower than the nominal amount of the share or shares into which the debt instrument can be converted, such conversion can only be carried out if the differential is covered by payment or is exceeded by the part of the company’s equity capital which may be distributed as dividend.

41 a.—The Minister of Trade and Industry may stipulate rules —

  1. with respect to the terms governing the registration of convertible debt instruments by a securities centre;
  2. concerning information to be provided to a securities centre;
  3. requiring the company to pay all expenses in relation to the issue of convertible debt instruments through a securities centre and the recording and safe-keeping etc. by an account-holding bank; or
  4. to the effect that section 23 d shall apply correspondingly to convertible debt instruments.

41 b.—(1) The company in general meeting can authorise the board of directors to pass a resolution permitting a loan against bonds or other debt instruments which confer upon the lender the right to convert his claim into shares in the company, provided that it also authorises the board of directors to increase the share capital accordingly. The former of such authorisations can be granted for one or more periods of up to five years each and can be for an amount of up to one half of the amount of the share capital issued at the time when such resolution is passed. Such authorisation must be incorporated in the articles of association.

(2) The articles of association shall state the closing date of the period described in subsection (1) and the maximum amount of the loan. As section 30 shall apply correspondingly, particulars must also be given in respect of any resolution passed by the company in general meeting to depart from the pre-emption rights of existing members to subscribe the loan. If the loan can be granted in assets other than cash, provisions to this effect shall be contained in the articles of association.

(3) For the purposes of the resolution by the board of directors to permit the loan, the provisions of paragraphs 1) to 5) of section 32 (1), section 32 (2) and (3) and sections 33, 33 a, 34 and the first and second clauses of section 41 (2) shall apply correspondingly.

(4) The resolution of the board of directors shall be incorporated in the articles of association and the board of directors can make such alterations.

(5) Section 41 (4) shall apply to the conversion of the debt instruments into shares.

42.—(1) Notification of resolutions made pursuant to section 41 and section 41 b (3) shall be delivered to the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) within two weeks of the passing of the board resolution. The notification shall give particulars of the amount by which the share capital can be increased on conversion together with the period of time within which conversion must take place.

(2) After the closing date of the conversion period, the board of directors shall promptly report to the Commerce and Companies Agency the number of debt instruments that have been converted into shares. If the subscription period exceeds 12 months, the board of directors must, within a period of four weeks after the expiry of each accounting reference period, report on the number debt instruments that have been converted into shares during that year. The share capital is deemed to be increased by the total nominal value of these shares when registration has taken place.

(3) The board of directors can make such alterations to the articles of association as are incidental to the capital increase.

43.—The company in general meeting, or the board of directors, as authorised by the company in general meeting, can pass a resolution permitting the raising of loans against bonds or other debt instruments bearing interest, the amount of which is wholly or partly dependent on the dividend the shares of the company yield or on the profit for the year. Such authorisation of the board of directors can be granted for one or more periods of up to five years each.

Part 7

Reduction of share capital

44.—(1) A resolution to reduce the share capital, except in the case of a capital reduction by way of redemption pursuant to section 47 of this Act, shall be passed by the company in general meeting by the voting majority required to alter the articles of association.

(2) The notice convening the general meeting shall state for which of the purposes as listed in section 44 a (1) the proposed reduction is intended to be made as well as describe the procedure to be applied to implement the reduction.

(3) A resolution to make a capital reduction shall be reported in accordance with the rules of Part 19 of this Act. Such resolution shall cease to be valid if particulars thereof are not reported in due time to the Commerce and Companies agency. See section 156.

44 a.—(1) The provisions of section 29 (2) shall apply correspondingly to resolutions for a capital reduction. A resolution shall state the amount by which the share capital is to be reduced (the amount of reduction) and for which of the purposes the amount is to be applied —

  1. cover of loss;
  2. payment to the shareholders; or
  3. allocation to a separate fund, which may only be applied pursuant to a resolution passed by the company in general meeting.

(2) The company in general meeting can pass a resolution permitting the application of the amount of reduction as set forth in paragraphs 2) and 3) of subsection (1) above only if the board of directors makes or approves a proposal to this effect. Net of the reduction, there must be full cover of the share capital and of such provisions and reserves as required by statute or by the company’s articles of association.

(3) If payment out of the company’s funds is to be effected at an amount exceeding the amount of reduction, information to this effect shall be given in both the resolution and the advertisement for outstanding claims issued pursuant to section 46 with an indication of the excess amount.

45.—(Repealed)

46.—(1) If the amount of reduction is to be applied wholly or partly for the purposes set forth in paragraphs 2) and 3) of section 44 a (1), the company’s creditors shall, unless the share capital is increased by subscription of a corresponding amount, be invited, through an advertisement inserted in the Official Gazette, to prove their claim within a period of not less than three months. The capital decrease shall not be implemented as long as proven claims due for payment have not been satisfied and adequate security has not been provided for claims that have not fallen due or are in dispute. The Commerce and Companies Agency shall determine, on the demand of one of the parties, whether security offered shall be considered adequate.

(2) If particulars of the completion of a reduction of capital have not been filed within a period of 12 months from the resolution was registered, such resolution shall become void and the entry of particulars delivered to the Commerce and Companies Agency pursuant to section 44 (3) shall be removed from the register of companies.

47.—(1) The company’s articles of association may incorporate provisions for a reduction of the share capital by way of the redemption of shares in accordance with specific rules (redemption), including provisions to the effect that consideration to members can be made by issuing bonds. The board of directors may effect such redemption for shares subscribed after the provision to reduce the share capital has been incorporated into the articles of association. The board of directors may resolve to make the required alterations to the articles of association.

(2) After a capital reduction has been carried out in accordance with the provisions of subsection (1), there must be full cover of the share capital and of such provisions and reserves as required by statute or by the company’s articles of association.

(3) The capital reduction can be carried out without an advertisement for outstanding claims being issued pursuant to section 46 if

  1. the reduction is effected by fully paid-up shares being cancelled;
  2. the shares have been acquired either without consideration or for valuable consideration not exceeding the amount which may be applied for the payment of dividend, including through the issuance of bonds; or
  3. an amount corresponding to the nominal value of the shares cancelled is appropriated to a separate fund
the provision of section 111 (3) shall apply to such fund;
  • The provisions of section 44 (3) and of section 46 (2) shall apply correspondingly on redemption.
  •  

    Part 8

    Own shares

    48.—(1) A public company shall not acquire own shares whether in ownership or by charge if as a result of such acquisition the accumulated nominal value of own shares held by the company or its subsidiaries exceeds 10 per cent of the issued share capital. The permitted holding of own shares includes shares acquired by a third party in his name but for the company’s account.

    (2) Shares shall only be acquired pursuant to an authorisation granted to the board of directors by the company in general meeting. Such authorisation shall only be granted for a limited period of time not exceeding eighteen months.

    (3) Such authorisation shall state the maximum nominal value of shares the company may acquire as well as the minimum and maximum amounts the company may pay as consideration for the acquisition of such shares.

    (4) Acquisition of shares shall only be made to the extent that the company’s share capital exceeds the amount which cannot be allocated as dividend. Following an acquisition of shares, the share capital less own shares held must amount to not less than DKK 500,000.

    (5) Only fully paid-up shares may be acquired.

    (6) The provisions of subsections (1) to (5) above shall apply correspondingly to any acquisition for valuable consideration by a subsidiary undertaking of its parent company’s shares, whether such acquisition is in ownership or by charge.

    48 a.—(1) If compelled to do so in order to avoid serious and imminent detrimental effects, a public company may acquire own shares pursuant to section 48 without an authorisation from the company in general meeting.

    (2) When doing so, the company’s board of directors shall notify the company at its next general meeting as to

    1. the reasons for, and the purpose of, the acquisitions made;
    2. the number of shares acquired and their nominal value;
    3. the proportion of the share capital which the shares represent; and
    4. the consideration paid for the shares acquired.

    48 b.—The provisions of section 48 shall not prevent a public company from acquiring own shares

    1. as part of a reduction of the share capital pursuant to Part 7;
    2. as part of a takeover of capital assets by way of a merger, division or in any other manner;
    3. to satisfy a statutory obligation of redemption incumbent upon the company; or
    4. as part of a purchase at a compulsory sale of fully paid-up shares to satisfy an outstanding account due to the company.

    48 c.—(1) A public company shall only acquire own shares without consideration if such shares have been fully paid up.

    (2) The provision of subsection (1) shall apply correspondingly to any acquisition without consideration by a subsidiary undertaking of its parent company’s shares.

    48 d.—Shares acquired pursuant to paragraphs 2) to 4) of section 48 b or to section 48 c shall be sold as soon as such sale is possible without causing detriment to the company and not later than 3 years from the date of acquisition, except where the accumulated nominal value of own shares held by the company or its subsidiaries does not exceed 10 per cent of the share capital.

    48 e.—Shares acquired in contravention of the provisions of sections 48 to 48 c shall be sold as soon as possible and not later than six months from the date of acquisition. Where the shares have been acquired in pledge under the same conditions, such pledge shall be terminated not later than at the expiry of the period stated.

    48 f.—Where shares have not been sold within the time limit stated in sections 48 d and 48 e, the board of directors shall effect a reduction of the share capital by the nominal value of such shares. See Part 7.

    48 g.—(Repealed)

    48 h.—(1) A public company shall not subscribe own shares.

    (2) Shares subscribed by a third party in his name but for the company’s account shall be considered as having been subscribed for the subscriber’s own account.

    (3) Shares subscribed in contravention of the provisions of subsection (1) above shall be considered as having been subscribed by the promoters or, in the event of an increase of the share capital, by the members of the company’s board of directors and management board for their own account and these persons shall be jointly and severally liable for the purchase price. This shall not apply to promoters or members who are able to prove that they did not realise, nor that they should not have realised that such subscription for shares was illegal.

    (4) Subsection (1) above shall apply correspondingly to the subscription by a subsidiary undertaking for shares in its parent company. Such shares shall be considered to have been subscribed by the board of directors and the management board of the subsidiary undertaking to the effect described in subsection (3).

    48 i.—(1) State-owned companies shall promptly notify the Commerce and Companies Agency as to the accumulated nominal value of own shares held by the company or its subsidiary undertaking if and when

    1. the nominal value of such shares represent two per cent or more of the share capital; or
    2. changes to the accumulated nominal value of own shares held represent two per cent or more of the share capital.

    (2) Any notification made pursuant to subsection (1) above shall include information concerning the current holding of shares by share class and the most recently reported holding of shares.

    Part 9

    The management of the company

    49.—(1) A public company shall have a board of directors made up of not less than three members.

    (2) The board of directors shall be elected by the company in general meeting save where the appointments are to be made by the committee of shareholders pursuant to section 59 (3). The articles of association may confer upon public authorities or any third party the right to appoint one or more members of the board of directors. In companies which have had a staff of at least 35 employees on average over the last three years, the employees of the company shall be entitled, in addition to the members elected by the company in general meeting, to elect from among themselves and in accordance with section 177 a number of members of the board of directors together with alternates to act in their place. The number of directors so elected may equal up to half the number of members of the board of directors who are elected in accordance with the first and second clauses of this subsection, provided that this is not less than two members. If the number of members to be elected to the board of directors does not constitute a whole number, the number shall be rounded up when the third clause of this subsection applies.

    (3) The employees of a parent company and its subsidiary undertakings registered in this country shall be entitled to elect, from among the employees and in compliance with section 177, a number of members to the board of directors of the parent company together with alternates to act in their place (group representation) if the mentioned subsidiary undertakings are public or private companies in which the parent company holds the majority of the voting rights, see section 2 (4) and (5), and the parent company and the mentioned subsidiary undertakings have had a staff totalling at least 35 employees on average over the last three years. If the parent company is subject to the third clause of subsection (2) above, the employees of the parent company shall be entitled, according to this provision, to elect two members together with alternates to act in their place. The total number of members of the board of directors in the parent company elected by the employees shall correspond to half the number of members of the board of directors who are elected under the first and second clauses of subsection (2) above, provided that this is not less than three members. The provision of the fourth clause of subsection (2) above shall apply correspondingly.

    (4) In groups of companies whose parent company has members of the board of directors elected by the employees, the initial election of group representatives shall take place in compliance with subsection (3) coincident with the expiry of the term of office of the members of the board of directors and alternates elected by the employees.

    (5) In companies which are not subject to the third clause of subsection (2) and subsection (3) above, the articles of association may confer upon the employees of the company and of the group, respectively, the right to elect two or more members of the board of directors.

    (6) The majority of the members of the board of directors shall be elected by the company in general meeting, subject to the third clause of section 59 (3). Prior to the election of the members to the board of directors by the company in general meeting, information shall be provided about the directorships of the nominated candidates in other Danish public companies, excluding wholly-owned subsidiary undertakings.

    (7) The members of the board of directors who are elected by employees in pursuance of the third clause of subsection (2) and subsection (3) above shall be elected for a term of four years from among the employees who have been in the employ of the company, or for groups of companies have been within the same group, throughout the year immediately preceding the election. The other members of the board of directors shall remain in office for the period stipulated in the articles of association. The term of office shall end at the closing of an annual general meeting, not later than four years after the election.

    (8) The provisions of this Act which apply to members of the board of directors shall apply correspondingly to alternates acting in their place.

    50.—(1) A member of the board of directors may resign at any time. Any such resignation notice shall be submitted to the board of directors of the company and, if the member has not been elected by the company in general meeting, also to the appointor of such member. A member of the board of directors may be removed at any time by the appointor of such member.

    (2) If a member of the board of directors ceases to hold office before the end of his term of office, or if the member of the board of directors in question no longer complies with the provisions of section 52 relating to members of the board of directors and there is no alternate to act in his place, it devolves on the other members of the board of directors to elect a new member to the board of directors for the remaining part of the term of office of the resigning member. This procedure shall also apply if a member of the board of directors, who has been elected by the employees under the third clause of section 49 (2) and subsection (3), is no longer employed by the company or by the group. If the election is to take place at the general meeting, the election of a new member to the board of directors may be postponed to the next annual general meeting where election of members of the board of directors is to take place, provided that the board of directors forms a quorum with the remaining members of the board of directors and alternates.

    51.—(1) The board of directors shall appoint a management board consisting of one to three members, in the absence of any provision in the articles of association providing for a larger management board.

    (2) The majority of the members of the board of directors shall be persons who are not members of the management board of the company.

    (3) In companies whose shares are quoted on a stock exchange, see section 7 (1) (i) of the Act on Securities Trading etc. (Lov om værdipapirhandel m.v.), and in state-owned companies, the chairman of the board of directors shall not be entitled to exercise such powers on behalf of the company as are not a natural part of the office of chairman of the board, apart from individual tasks which the person concerned is requested to perform by and for the board of directors.

    52.—(1) Members of the board of directors and of the management board shall be legally competent and must not be under guardianship pursuant to section 5 of the Guardianship Act (Værgemålsloven) or under guardianship pursuant to section 7 of the same Act.

    (2) Members of the management board and at least half of the members of the board of directors shall be resident in this country, save where the Minister of Trade and Industry grants an exemption from this requirement.

    (3) A sole trader (enkeltmandsfirma) or a partnership with personal liability of partners (ansvarligt interessentskab) may hold the office of a member of the management board of a shipping company provided that the owner or the partners meet the requirements for being a member of the management board as set out in subsections (1) and (2) above.

    53.—(1) Each member of the company’s board of directors and management board shall inform the board of directors of his shares in the company and of his shares in other public or private companies within the same group when becoming a member of the board of directors or the management board. Subsequently, he shall supply information about any acquisition or sale of such shares. Such information shall be entered in a special register. With respect to groups of companies, the board of directors of the parent company may choose to keep a joint register for all the companies of the group.

    (2) Members of the board of directors, members of the management board and managerial staff in the companies mentioned in section 29 of the Act on Securities Trading etc. and in state-owned companies shall allow their holdings of shares in the company and in companies within the same group to be entered in their own names in the company’s register of shareholders. See sections 25, 25 a and 26. Such companies shall keep a list of the managerial staff as a part of the register mentioned in subsection (1) above. The list shall include the full names and addresses of the staff concerned.

    (3) Members of the board of directors and of the management board shall not be entitled to make or take part in speculative transactions involving shares in the company or shares in public and private companies within the same group.

    54.—(1) The board of directors and the management board shall have the overall responsibility for the management of the company’s business. The board of directors shall ensure proper organisation of the business of the company. The rules of subsections (2) and (3) below shall apply to the relationship between the board of directors and the management board. The rules of sections 60 to 62 shall apply to the rights of the board of directors and the management board to represent the company in relation to third parties and to commit the company by legally binding transactions.

    (2) The management board shall be in charge of the day-to-day business of the company and shall in that capacity follow the directions and guidelines provided by the board of directors. The day-to-day business shall not include transactions which are unusual or of great significance in consideration of the position of the company. The management board may only undertake such transactions pursuant to a specific authorisation given by the board of directors, save where a resolution of the board of directors cannot be awaited without major inconvenience to the business of the company. In any such case the board of directors shall be notified as soon as possible of the transaction which has been made.

    (3) The board of directors shall consider from time to time whether the financial position of the company is sound in the context of the company’s operations. The board of directors shall ensure that the book-keeping and asset management is controlled in a satisfactory manner in consideration of the position of the company. The management board shall ensure that the book-keeping of the company is conducted in compliance with the relevant rules of law and that the asset management is carried out in a proper manner.

    (4) Only the board of directors may delegate powers of procuration.

    54 a.—(1) The board of directors of a state-owned company shall cause rules to be drawn up to ensure that the special provisions for state-owned companies of this Act and of the Company Accounts Act (Lov om visse selskabers aflæggelse af årsregnskab m.v.) are complied with.

    (2) The Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) may demand that the rules referred to in subsection (1) above are delivered to the Agency.

    55.—The board of directors of a parent company shall be under an obligation to notify the board of directors of a subsidiary undertaking as soon as a group relationship has been established. The board of directors of a subsidiary undertaking shall provide the parent company with the information necessary to evaluate the position of the group and the results of the business of the group.

    55 a.—A parent company shall notify the board of directors of its subsidiary undertakings of any matters which would be material to the group as a whole. Moreover, the board of directors of a subsidiary undertaking shall receive notification of any proposed decisions which are of importance to the subsidiary undertaking, before a final decision is made.

    56.—(1) The board of directors shall elect its own chairman, in the absence of any provisions to the contrary contained in the articles of association. In the event of an equality of votes, the result shall be determined by the drawing of lots. A member of the management board cannot be appointed chairman.

    (2) The chairman shall cause meetings of the board of directors to be held whenever required and shall ensure that all members of the board of directors are given notice of such meetings. Any member of the board of directors or of the management board may demand that the board of directors is given notice of meetings. Any member of the management board shall be entitled to attend and speak at board meetings, even though such member of the management board is not a member of the board of directors, save where the board of directors decides otherwise in specific cases.

    (3) The proceedings of board meetings shall be recorded in a minute book to be signed by all members present. Any member of the board of directors or of the management board who does not agree in a resolution made by the board of directors shall be entitled to have his opinion recorded in the minute book.

    (4) The board of directors shall adopt specific rules of procedure relating to the exercise of their powers.

    (5) In companies whose shares are quoted on a stock exchange, see section 7 (1) (i) of the Act on Securities Trading etc., and in state-owned companies, the rules of procedure shall contain provisions which at least

    1. set out the specific offices of the members of the board of directors and the board of directors’ competence to pass resolutions, as well as the intervals at which meetings shall be held;
    2. set out the directions for delegation of duties, including procedures, powers and instructions, between the board of directors and the management board or other established organs;
    3. set out how the board of directors shall monitor the management board’s running of the business of the company and supervise subsidiary undertakings;
    4. set out guidelines as to the establishment and keeping of books, lists and registers under this Act;
    5. impose on the board of directors the obligation to consider the organisation of the company, including the accounts function, internal controls, computer organisation and budgeting;
    6. impose on the board of directors the obligation to procure any information required to perform the duties of their office;
    7. impose on the board of directors the obligation to follow up on plans, budgets, etc., and to consider reports on the liquidity of the company, the volume of orders, major transactions, the general overall insurance coverage, financing, cash flows and special risks;
    8. impose on the board of directors the obligation to consider the contents of the audit records prior to the signing thereof;
    9. impose on the board of directors the obligation to go through the company’s interim accounts etc. in the course of each accounting reference period, and also to evaluate the budget and deviations therefrom; and
    10. impose on the board of directors the obligation to secure the necessary basis for the audit, including a consideration as to whether there is a requirement for internal audit.

    (6) The rules of procedure of the board of directors of state-owned companies shall be delivered to the Commerce and Companies Agency not later than four weeks after they have been drawn up. The same time limit shall apply when a company becomes a state-owned company under section 2 a or alterations are made to the rules of procedure.

    57.—(1) The board of directors shall form a quorum whenever more than half of all members are present, in so far as the articles of association do not provide for stricter requirements to be fulfilled. No resolutions may be passed unless all directors, whenever possible, have had an opportunity to take part in the consideration of the business. In the event that a member of the board of directors is absent and an alternate has been appointed, the alternate shall be granted the right to take the place of the director for the duration of the period of absence of the member of the board of directors.

    (2) The business transacted by the board of directors shall be decided by a simple majority of votes, provided that the articles of association do not prescribe a special majority of votes. The articles of association may specify that the chairman’s vote shall be the casting vote in case of an equality of votes.

    58.—A member of the board of directors or of the management board shall not be entitled to take part in the consideration of issues concerning agreements between the company and him nor concerning legal proceedings against him nor concerning any agreement or legal proceedings against the company and any third party if the member of the board of directors or of the management board has a major interest therein which may be contrary to the interests of the company.

    59.—(1) The articles of association may prescribe that the company shall have a committee of shareholders in addition to the board of directors. This committee shall be elected by the company in general meeting. The articles of association may prescribe that one or more members shall be appointed in a different manner provided that the majority of the members of the committee of shareholders are elected by the company in general meeting.

    (2) The committee of shareholders shall have at least five members. Members of the management board and the board of directors shall not be eligible to become members of the committee of shareholders. The articles of association shall contain more specific provisions as to the composition of the committee of shareholders and the terms of office of the members.

    (3) The committee of shareholders shall supervise the administration of the business of the company carried out by the board of directors and the management board. The articles of association may prescribe that, wherever possible, the members of the board of directors shall give advance notice to the committee of shareholders of certain specified measures which do not form part of the day-to-day business of the company. Moreover, the articles of association shall provide that the election of the board of directors and the fixing of their remuneration shall be determined by the committee of shareholders. The committee of shareholders shall not be granted other powers.

    (4) The rules contained in sections 50, 52 or 53, 56 to 58, 64, 115, 140 and 143 to 145 relating to the board of directors and the members of the board of directors shall apply correspondingly to the committee of shareholders and its members.

    (5) The provisions of subsections (1) to (4) above shall not apply to banks.

    60.—(1) Members of the board of directors and the management board shall represent the company in relation to dealings with third parties.

    (2) The company shall be bound by legal obligations entered into on behalf of the company by the entire board of directors or by any member of the board of directors or of the management board.

    (3) The power to bind the company which shall be vested in the individual members of the board of directors and of the management board pursuant to subsection (2) above may be limited by the articles of association so that the powers to bind the company may only be exercised by several members jointly or by one or more specific members individually or jointly. No other limitation to the powers to bind the company may be registered.

    61.—(1) A legal obligation entered into on behalf of the company by anyone empowered to bind the company under section 60, shall bind the company unless —

    1. the authorised officers have acted in contravention of the limitations to their powers set out in this Act; or
    2. the legal obligation is ultra vires the objects of the company and the company proves that the third party knew or should have known his circumstance.

    (2) Reference to the objects clause in the articles of association of the company in accordance with section 158 (1) does not in itself constitute sufficient proof for the purposes of paragraph 2) of subsection (1) above.

    62.—After the election or appointment of members to the board of directors or to the management board has been advertised in the Official Gazette (Statstidende) in accordance with section 158, no defects in the election or the appointment may be contended in relation to any third party save where the company proves that the latter knew of the defects.

    63.—(1) Those authorised to represent the company pursuant to the rules contained in sections 60 to 62 shall not be entitled to enter into transactions which are clearly likely to confer upon certain shareholders or others an undue advantage over other shareholders or over the company. Neither shall such persons be entitled to comply with resolutions passed by the company in general meeting nor decisions made by other company bodies in circumstances where the resolutions or decisions might be invalid due to a conflict with the provisions of this Act or the articles of association of the company.

    (2) Agreements made between a sole shareholder and the company shall be valid if they are in writing except where such agreements are part of the ordinary course of business or are part of an open account.

    64.—(1) Members of the board of directors and of the management board may be paid a fixed remuneration as well as emoluments. The remuneration shall not exceed the amount which is considered to be normal in view of the nature of the duties of their office and the scope of their work and that which must be considered to be reasonable in the context of the company’s and, in parent companies, the group’s financial position.

    (2) If a public company enters into insolvent liquidation by order of the court, members of the board of directors and of the management board shall, even if they have acted in good faith, repay the emoluments which they have received during the five years immediately preceding the date of notice, provided that the company was insolvent when the emolument was fixed.

    Part 10

    General meetings

    65.—(1) The shareholders’ right to make decisions concerning the company shall be exercised at the general meetings.

    (2) Every shareholder shall be entitled to attend the general meetings of the company and have the right to speak at such meetings. The articles of association may provide that in order to attend a general meeting, the shareholder shall give notice of his attendance within a certain period of time. Such notice period shall not be longer than five days, before the general meeting.

    (3) The general meetings of state-owned companies shall be open to the press.

    66.—(1) Shareholders shall be entitled to attend general meetings by proxy and may be accompanied by an adviser.

    (2) Proxies shall produce written, dated instruments of proxy. Authority to attend as a proxy shall not be given for more than 12 months.

    67.—(1) All shares shall carry voting rights. The articles of association may provide that the voting power of certain shares shall be increased, provided that such increase does not exceed ten times the voting power of any other share of the same amount.

    (2) The articles of association may provide that a shareholder who has acquired shares by transfer shall not be entitled to exercise voting rights for the shares in question at general meetings, unless the shares have been entered in the register of shareholders or unless the shareholder has applied for registration of and substantiated his acquisition. The acquired shareholding shall be considered to be represented at the general meeting even though no voting rights may be exercised, if prior to the general meeting the shares have been entered in the register of shareholders or the shareholder has applied for registration of and substantiated his acquisition.

    (3) No voting rights may be exercised for a company’s own shares or for a subsidiary undertaking’s shares in the parent company. Such shares shall not be counted when, for a resolution to be valid or for an authority to be exercised, the consent of all shareholders or a certain majority of votes is required either of the shares represented at the general meeting or of the entire share capital of the company.

    (4) A shareholder shall not himself, by proxy or as a proxy for a third party take part in any voting at general meetings concerning legal proceedings against the shareholder himself or concerning the shareholder’s own obligations to the company or concerning legal proceedings against any third parties or their obligations, in circumstances where the shareholder has a major interest therein and the shareholder’s participation in the voting may be contrary to the interests of the company.

    68.—General meetings shall be held at the registered office of the company unless the articles of association specify that such meetings either must or may be held at other specified places. If special circumstances so require, the general meeting may be held elsewhere.

    69.—(1) A general meeting shall be held not later than five months after the end of each accounting reference period. At such general meeting the annual accounts with the auditor’s report and the annual report shall be presented. In parent companies the group accounts shall also be presented.

    (2) At general meetings resolutions shall be passed concerning

    1. the adoption of the annual accounts;
    2. the allocation of profit or the cover of losses in accordance with the adopted accounts;
    3. other business which has been referred to the company in general meeting in pursuance of the articles of association of the company.

    69 (a).—Where at any time the company has lost half of its share capital, the board of directors shall convene a general meeting within a maximum period of six months therefrom. At such general meeting the board of directors shall make a statement concerning the financial position of the company and, if required, propose any measures to be taken, including the dissolution of the company.

    70.—Extraordinary general meetings shall be held whenever the board of directors, the auditor or the committee of shareholders thinks fit. Extraordinary general meetings for the consideration of specific business shall be convened not later than two weeks after a written requisition to this effect has been submitted by any shareholder holding one-tenth of the share capital or such smaller fraction thereof as the articles of association may stipulate.

    71.—Any shareholder shall be entitled to have specific business considered at a general meeting if such shareholder submits a written requisition to this effect to the board of directors so sufficiently prior to the general meeting that the business can be included in the agenda.

    72.—(1) General meetings shall be convened by the board of directors.

    (2) If the company has no board of directors or if the board of directors fails to convene a general meeting which must be held according to law, the articles of association or a resolution passed by the company in general meeting, such general meeting shall be convened by the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) if requisitioned by a member of the board of directors, a member of the committee of shareholders, a member of the management board, an auditor or a shareholder. A general meeting convened by the Commerce and Companies Agency shall be presided over by a person whom the Agency has authorised to perform this task and the board of directors shall surrender to this person the company’s register of shareholders, the books containing the minutes of the general meetings and the auditor’s records. The expenses incurred by reason of the general meeting shall be paid in advance by the Commerce and Companies Agency but be reimbursed by the company.

    73.—(1) Notices of general meetings shall be given not earlier than four weeks and, in the absence of any provision in the articles of association for a longer notice, not later than eight days before the general meeting. If the general meeting is adjourned to a date which is more than four weeks later, notice to resume the adjourned general meeting shall be given. If the validity of a resolution passed by the company in general meeting has been made conditional upon adoption by two general meetings, the notice convening the second general meeting shall not be given until the first general meeting has been held, and the notice convening such meeting shall mention the resolution passed by the first general meeting.

    (2) The notice shall be made under the provisions of the articles of association. A written notice convening the general meeting shall be sent to all and any of the shareholders entered in the register of shareholders who have so requisitioned. If the shares of the company may be made out to bearer, the notice convening the general meeting shall be given by public announcement. The employees of the company shall be advised of the notice convening the general meeting if they have filed a requisition to this effect with the board of directors under the second clause of section 177 (1). As far as the parent company is concerned, the employees of the group shall also be advised of the notice if the employees of the subsidiary undertakings have filed a requisition to this effect with the board of directors as provided by the second clause of section 177 (1).

    (3) In state-owned companies the notice of a general meeting shall include all proposed resolutions to be considered at the meeting, and for extraordinary general meetings also the reason for holding the meetings. The notice shall be delivered to the Commerce and Companies Agency at the same time as it is sent to the shareholders, at the latest.

    (4) The business to be transacted at the general meeting shall be indicated in the notice. If proposals for the passing of resolutions to alter the articles of association are to be considered at the general meeting, all essential aspects of such proposed resolutions shall be included in the notice.

    (5) Notices convening general meetings at which resolutions are to be passed under section 79 (1) or (2) shall include the complete wording of resolutions proposed to alter the articles of association and shall be sent to all and any of the shareholders entered in the register of shareholders.

    (6) Not later than eight days prior to the general meeting, the agenda and the complete wording of any resolutions proposed, and for the annual general meeting also the annual accounts, in case of a parent company the group accounts as well, with the auditors’ report and the annual report, shall be available for inspection by the shareholders at the company’s office. This material shall simultaneously be sent to all and any of the registered shareholders who have so requisitioned.

    74.—Business which is not included in the agenda may only be determined by the company in general meeting if all shareholders consent. Notwithstanding the foregoing, the annual general meeting may pass resolutions concerning business which is to be transacted at such general meeting according to the articles of association, and, moreover, a resolution may be passed to convene an extraordinary general meeting for the purpose of transacting any specific business.

    75.—(1) General meetings shall be presided over by a chairman of the meeting who, in the absence of any provision to the contrary in the articles of association, shall be elected by the company in general meeting from among the shareholders or from outside their circle.

    (2) The proceedings of the general meeting shall be recorded in a minute book which shall be signed by the chairman of the meeting.

    (3) Not later than two weeks after the general meeting has been held, the minutes of the general meeting or a certified transcript thereof shall be available for inspection by the shareholders at the office of the company. For state-owned companies a certified transcript shall be delivered to the Commerce and Companies Agency at the same time.

    76.—(1) Whenever a shareholder so requisitions and, provided that at the discretion of the board of directors it may take place without any noticeable detriment to the company, the board of directors and the management board shall disclose at the general meeting any available information about all matters of importance in connection with the evaluation of the annual accounts, the annual report and group accounts, if any, and the position of the company in general or in connection with any questions for which a resolution is to be made at the general meeting. The duty to disclose such information shall also apply to the company’s relationship with other companies within the same group.

    (2) If the answer requires information which is not available at the general meeting, such information shall be made available in writing to the shareholders at the company’s office within two weeks thereafter and the information in question shall be sent to the shareholders who have so requisitioned.

    (3) In companies whose shares are quoted on a stock exchange, see section 7 (1) (i) of the Act on Securities Trading etc. (Lov om værdipapirhandel m.v.), and in state-owned companies the duty of disclosure information under subsections (1) and (2) above applies also to questions submitted in writing by a shareholder within the last three months prior to the general meeting.16) The answer may be given in writing, in which case the question together with the answer shall be made available to the shareholders at the beginning of the general meeting. The answering may be omitted if the shareholder is not represented at the general meeting.

    77.—All business transacted at general meetings shall be determined by a simple majority of votes, in the absence of any provision to the contrary in this Act or in the articles of association. In case of an equality of votes, the result shall, in the absence of any provision to the contrary in the articles of association, be determined by the drawing of lots.

    78.—Resolutions to alter the articles of association in cases other than those mentioned in sections 38, 42, 47 and 134 e shall be passed at general meetings. Such resolutions shall only be valid if at least two-thirds of the votes cast as well as the voting share capital represented at the general meeting assent thereto. Moreover, a resolution shall fulfil any further requirements stipulated in the articles of association and the special rules of section 79.

    79.—(1) A resolution to alter the articles of association whereby the obligations of the shareholders towards the company are increased shall only be valid if all shareholders assent thereto.

    (2) Resolutions to alter the articles of association whereby

    1. the shareholders’ rights to receive dividend or distribution of the company’s assets are curtailed to the benefit of any parties other than the holders of shares in the company and the employees of the company or its subsidiary undertaking;
    2. the transferability of the shares is restricted, including the adoption of provisions to the effect that the consent of the company is required for a transfer of shares, or that no shareholder may own shares exceeding a specific part of the share capital;
    3. the shareholders are required to allow that their shares be redeemed in situations where the company is not dissolved;
    4. the shareholders’ rights to exercise voting rights for their own shares or for shares owned by other parties are limited to a specific part of the votes or of the voting share capital; or
    5. as part of a division of the company, the shareholders do not receive votes or shares in each of the recipient companies in the same proportion as in the divided company,

    shall only be valid if at least nine-tenths of the votes cast and of the voting share capital represented at the general meeting assent thereto.

    (3) If the company has several classes of shares, an alteration of the articles of association which may result in a change in the legal relationship between such classes may be made if the shareholders holding at least two-thirds of the part of the class of shares represented at the general meeting whose legal rights are prejudiced assent thereto.

    80.—The company in general meeting shall not pass resolutions which are clearly likely to confer upon certain shareholders or other parties undue advantages over other shareholders or over the company.

    81.—(1) Legal proceedings may be instituted by a shareholder or a member of the board of directors or of the management board if a resolution passed by the company in general meeting is not lawful or is contrary to either this Act or the articles of association of the company.

    (2) Any legal proceedings shall be instituted not later than three months after the resolution has been passed. In the absence of the commencement of such legal proceedings, the resolution shall be valid.

    (3) The provisions of subsection (2) above shall not apply

    1. where the resolution could not lawfully be passed even with the consent of all the shareholders;
    2. where, under this Act or the articles of association of the company, it is required that all or certain shareholders consent to the resolution and such consent has not been given;
    3. where the general meeting has not been convened or the rules applicable to the notice convening the general meeting have been grossly ignored; or
    4. where the shareholder who has instituted the proceedings after the expiry of the time limit given in subsection (2) above, but not later than 24 months after the resolution was passed, has had reasonable grounds for the delay and the court, for this reason and in consideration of the circumstances in general, finds that the application of the provisions of subsection (2) above would lead to obvious injustice.

    (4) If the court finds that the resolution passed by the company in general meeting is subject to the provision of subsection (1) above, it shall either be declared invalid by a ruling of the court or be altered. An alteration of the resolution passed by the company in general meeting may only be made if a claim is raised to this effect and the court is able to establish what contents the resolution should rightly have had. The ruling of the court shall also apply to the shareholders who have not instituted the proceedings.

    81 a.—(1) Shareholders who have opposed the alterations of the articles of association mentioned in paragraphs (1) to (4) of section 79 (2) at the general meeting may demand that the company redeems their shares if such demand is put forward in writing within four weeks after the holding of the general meeting.

    (2) If the shareholders have been asked to declare before the voting any wish that they may have to avail themselves of their right of redemption under subsection (1) above, this right shall be conditional upon the shareholders in question having made this declaration of their wish known at the general meeting.

    (3) On the redemption the company shall purchase the shares in question at a price which corresponds to the value of the shares and which, in the absence of an agreement, is fixed by valuation experts appointed by the court in whose jurisdiction the registered office of the company is located. The decision made by the valuation experts may be brought before the court by either party. Proceedings to this effect shall be instituted not later than three months after the receipt of the expert opinion.

    Part 11

    Investigation

    82 to 94. (Repealed)

    95.—(1) At the annual general meeting or at a general meeting where the subject has been on the agenda, any shareholder may propose a resolution for extraordinary investigation of the formation of the company or of specified circumstances concerning the conduct of the company’s affairs or of certain financial statements. If the proposed resolution is passed by a simple majority of votes, the company in general meeting shall elect one or more investigators.

    (2) In the event that the proposed resolution is not passed, but still obtains the support of shareholders representing 25 per cent of the share capital, a shareholder may, not later than four weeks after the holding of the general meeting, request the insolvency court in whose jurisdiction the company has its registered office to appoint investigators. The insolvency court shall give the management board and the auditor of the company and any person, as the case may be, whose situation is affected by the request, an opportunity to make a statement before the court makes its decision. The request shall be complied with only if the insolvency court finds that sufficient grounds have been given for requesting the investigation. The insolvency court shall determine the number of investigators. The decisions of the insolvency court may be appealed.

    (3) The rules contained in sections 61 b (1), 61 d, 61 h, 61 k (1) and 61 l of the Company Accounts Act (Lov om visse selskabers aflæggelse af årsregnskab m.v.), sections 13 (1) and 17 (2) of the Act on State authorised Public Accountants (Lov om statsautoriserede revisorer) and sections 7 (1) and 10 (2) of the Act on Registered Public Accountants (Lov om registrerede revisorer) shall apply correspondingly to investigators.

    (4) The investigators, who shall submit a written report to the company in general meeting, are entitled to receive remuneration from the company. If the investigators are appointed by the insolvency court, the remuneration shall be fixed by the court.

    (5) The report of the investigators shall be made available for inspection by the shareholders at the company’s office not later than eight days prior to the general meeting.

    Part 12

    96 to 108. (Repealed)

    Part 13

    Distribution of dividend, reserve funds, etc.

    109. —The transfer of the assets of the company to the shareholders may only be in the form of dividend based on the latest approved annual accounts or in connection with a reduction of the share capital or the share premium account or in connection with the dissolution of the company.

    110.—(1) The dividend distribution may only be made from the results for the year (the profit for the year) in accordance with the approved annual accounts of the preceding accounting reference period, profits carried forward from previous years and other reserves which are eligible for distribution according to law or the company’s articles of association, after deduction of partly any loss carried forward from previous years and amounts which are otherwise deductible from shareholders’ equity according to the annual accounts and partly amounts to be appropriated according to law and the articles of association of the company.

    (2) The dividend shall not exceed an amount which is reasonable in consideration of the financial position of the company and, in parent companies, the financial position of the group.

    111.—(1) Appropriations shall be made in consideration of the financial position of the company. The articles of association may provide for an obligation to appropriate larger amounts.

    (2) Amounts which the company receives as consideration for shares issued in excess of their nominal value less preliminary expenses or expenses incurred in connection with an increase of the share capital shall be appropriated to the share premium account. Amounts which the company has received from the sale of shares in pursuance of section 40 or which accrue to the company in pursuance of the fourth clause of section 67 (3) of the Private Companies Act (Anpartsselskabsloven) shall also be appropriated to the share premium account.

    (3) The share premium account may in whole or in part —

    1) be offset by losses which are not covered by profits brought forward and reserves which are eligible for distribution according to law and the articles of association of the company;

    2) be transferred to the share capital (bonus issue) save where the company has incurred a loss which has not been offset; or

    3) be used for other purposes as specified in section 46 (1).

    112.—Any resolution concerning the distribution of profits available for distribution according to the annual accounts shall be passed by the company in general meeting. The company in general meeting shall not be entitled to pass resolutions concerning distribution of dividends in excess of the amount suggested or approved by the board of directors.

    113.—(1) In the event that distributions have been made to the shareholders in contravention of the provisions of this Act, such shareholders shall repay the amounts received plus interest on an annual basis on the amounts at the rate of interest fixed according to section 5 (1) and (2) of the Act on Interest Rates in Case of Late Payment etc. (Lov om renter ved forsinket betaling m.v.) plus two per cent. With respect to the payment of dividend, these rules shall only apply if the shareholder realised or ought to have realised that the payment was illegal.

    (2) If the amount turns out to be irrecoverable, or if no action against a shareholder for recovery of a payment can be carried through, any persons who have participated in the resolution concerning the distribution or the implementation thereof or in the presentation or adoption of incorrect financial statements, shall be held responsible in accordance with the rules of sections 140 to 143.

    114.—The company in general meeting may resolve that donations be granted out of the assets of the company for purposes of public welfare or comparable purposes, in so far as such donation may be considered to be reasonable in view of its purpose, the financial position of the company and the circumstances in general. For the purposes mentioned in the first clause of this section, the board of directors may apply amounts which are insignificant in the context of the financial position of the company.

    115.—(1) A company shall not grant loans to or provide security for shareholders in public or private companies, the members of the board of directors or the management board of the company or its parent company. This prohibition on the granting of loans or provision of security shall apply equally to anyone related to a person falling within the first clause of this section by way of marriage or as a lineal ancestor or descendant, or by being particularly close to the person in any other way.

    (2) A company shall not grant loans to finance the acquisition of shares in the company or shares in its parent company. Nor shall a company make assets available or provide assets as security in connection with such acquisition.

    (3) Any provision of security in contravention of subsections (1) and (2) above shall be binding if the other party to the contract was not aware that the security was provided in contravention of the above provisions.

    (4) Payments from the company made in connection with transactions that are in contravention of subsections (1) and (2) above shall be repaid together with interest on an annual basis on the amount at the rate of interest fixed according to section 5 (1) and (2) of the Act on Interest Rates in case of Late Payment etc. plus two per cent or such higher interest rate as may have been agreed.

    (5) If repayment and discontinuation of the provision of security cannot take place, the persons who have made or maintained the transactions according to subsections (1) and (2) above shall be held liable for the company’s losses.

    115 a.—(1) The first clause of section 115 (1) shall not apply to loans provided to a parent company and to security for the liabilities of a parent company.

    (2) Section 115 (1) and (2) shall not apply to transactions made with a view to acquiring shares in the company from or for the employees of the company or in a subsidiary undertaking. The company may only apply amounts for this purpose to the extent that the shareholders’ equity of the company exceeds the amount which may not be distributed as dividend.

    (3) An entry shall be made in the minutes of the proceedings kept by the board of directors about any transaction made in accordance with subsection (2) above. Section 115 (3) to (5) shall apply correspondingly to transactions made in contravention of subsection (2) above.

    (4) Section 115 (1) and (2) shall not apply to banks and such companies which are regulated by the Act on Certain Credit Institutions (Lov om visse kreditinstitutter).

    Part 14

    Solvent liquidation, compulsory dissolution and insolvent liquidation of public companies

    116.—(1) Unless otherwise provided by legislation, a resolution to dissolve a public company shall be passed by the shareholders in general meeting, and the dissolution shall take place as a solvent liquidation.

    (2) In cases where dissolution is prescribed by law or by the company's articles of association, or by the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) under this Act a resolution to dissolve the company shall be passed by the shareholders in general meeting in accordance with the provisions of section 77. In other cases section 78 shall apply correspondingly.

    (3) Notification of a resolution to dissolve a company shall be delivered to the Commerce and Companies Agency within two weeks of the passing of the resolution.

    (4) A public company in the process of solvent liquidation shall keep its name, adding "in solvent liquidation".

    117.—(1) If, in cases covered by section 116 (2) (1), the shareholders fail to pass a resolution to dissolve a company or if no liquidator is appointed, the company shall, at the request of the Commerce and Companies Agency, be dissolved compulsorily by the insolvency court in the jurisdiction where the company has its registered office. The same applies if the court has ordered that the company be dissolved compulsorily in accordance with section 119.

    (2) The Commerce and Companies Agency's decision to require that a company be dissolved shall be published in the Official Gazette.

    (3) The company shall keep its name, adding "in compulsory dissolution".

    (4) The insolvency court may appoint one or more liquidators. The provisions of this Part about solvent liquidation apply equally to compulsory dissolution, subject to the necessary adjustments. If necessary, the expenses of winding up a company shall be paid by public funds.

    (5) When the administration of the estate has been completed, the insolvency court shall notify the Commerce and Companies Agency, which shall then remove the company from the register.

    118.—The Commerce and Companies Agency may decide that a company shall be dissolved, if necessary in accordance with section 117, if the company fails to submit to the Agency its annual accounts and related reports in due time and in a form which accords with the Company Accounts Act, or if the company does not have the management or auditor required by law or by its articles of association, and fails to remedy these defects within a period determined by the Commerce and Companies Agency.

    118a.—(1) If the conditions for compulsory dissolution under section 117 or section 118 apply to a company, the Commerce and Companies Agency may appoint an expert in company or accounting matters to prepare accounts for the company and review critically the company's accounting material, books, records, minutes and its affairs in general. The Commerce and Companies Agency shall determine the scope and contents of the expert's mandate, which may include the elements mentioned in subsections (2) and (3).

    (2) To the extent possible, the accounts shall consist of a profit and loss account and a balance sheet and shall cover the period from the end of the last year for which accounts have been prepared in accordance with legislation until the end of the month immediately before the time of appointment. The accounts shall be prepared in accordance with the Company Accounts Act with the necessary adjustments.

    (3) The expert shall explain in writing the main circumstances which resulted in the dissolution order. The explanation shall be accompanied by a statement about the expert's work, including a declaration that the accounts have been prepared on the basis of the books kept, and whether or not the expert has received the information requested and whether, in the opinion of the expert, circumstances may exist to justify a detailed examination of whether criminal, company, accounting, bookkeeping, or direct or indirect tax law has been violated.

    (4) Expenses, etc. in connection with the expert's mandate shall be paid out of public funds, but shall be indemnified and reimbursed by the company if the necessary assets exist.

    (5) In the course of his investigation, the expert may request the board, management and staff of the company to provide such information as is necessary for the performance of his mandate. In addition, the expert may obtain from any party with whom the company has engaged in business, the company's banks, auditors and other similar parties, any information that could have been sought by the company's management.

    (6) The group of persons mentioned in section 5 have a duty to comply with requests from the Commerce and Companies Agency to submit such accounting and other relevant material regarding the company as is necessary for the expert to perform his assignments. Even if the person in question has a right of retention he shall provide the material against an undertaking of its return after use. Subject to presentation of proper identification, the Commerce and Companies Agency may demand at any time and without a court order that the group of persons mentioned in subsection 5 give the Agency access to all material and information that relates to the expert investigation into the liquidated company’s affairs. If necessary, the police shall assist the Agency in obtaining such material. Detailed rules about police assistance may be determined by the Minister of Business and Industry after negotiation with the Minister of Justice.

    119.—If shareholders have been instrumental in violating this Act or the company's articles of association by consciously assisting in the adoption of a resolution at a general meeting in violation of section 80, or by otherwise exercising undue influence over the company, the court may, at the request of shareholders representing at least one tenth of the share capital, order the company to be dissolved if there exist special grounds for doing so owing to the duration of the undue influence or otherwise.

    120.—(1) The general meeting shall appoint one or more liquidators to carry out the solvent liquidation of the public company.

    (2) Shareholders holding one fourth of the share capital are entitled to appoint one liquidator at the general meeting. This liquidator shall wind up the company together with the other liquidators appointed by the shareholders in general meeting.

    121.—(1) The liquidators shall replace the board of directors and the management. The provisions of this Act regarding the board of directors shall apply to the liquidators, subject to the necessary adjustments.

    (2) A liquidator may at any time be dismissed by the authority that appointed him.

    (3) Otherwise the provisions of this Act and of the Company Accounts Act regarding the presentation of accounts, audit, general meetings and the submission of accounts to the Commerce and Companies Agency apply correspondingly to companies in solvent liquidation, with the adjustments that follow from the provisions below.

    122.—The liquidators shall prepare a profit and loss account for the period from the end of the last year for which accounts had been prepared to the commencement of the solvent liquidation and a balance sheet as at the latter date. These accounts shall be audited and submitted to the shareholders and creditors for inspection at the company's registered office and to the Commerce and Companies Agency as soon as possible.

    123.—(1) As soon as possible, the liquidators shall insert an advertisement in the Official Gazette, giving not less than three months' notice to the company's creditors to file their claims. At the same time, notice of the advertisement shall be sent to all known creditors.

    (2) If the liquidators decide to reject a claim they shall notify the relevant creditor by registered mail, stating that if the creditor wishes to contest the decision, he shall submit the matter to the insolvency court within a period of three months following the dispatch of the letter.

    (3) Claims that are filed after the completion of the liquidation process shall be covered by funds not yet distributed among the shareholders.

    124.—(1) Distribution to shareholders may not take place until the time limit set in the advertisement mentioned in section 123 (1) has expired and the liabilities have been paid. The administration of the estate can only be concluded when all disputes under section 123 (2) have been settled.

    (2) The liquidators' request to have the company removed from the companies register shall be delivered to the Commerce and Companies Agency within a period of two weeks following the adoption by the general meeting of the final liquidation accounts. The final liquidation accounts shall accompany the request.

    125.—(1) By order of the insolvency court the administration of the estate may be resumed after the company has been removed from the companies register if additional funds are realised or if otherwise justified. The administration is resumed by the former liquidators or if they are unable to do so by the insolvency court. Notification of resumption and the conclusion of the administration of the estate shall be delivered to the Commerce and Companies Agency within a period of two weeks following the making of the order by the insolvency court.

    126.—(1) If it appears during the solvent liquidation that the circumstances which led to the solvent liquidation no longer exist, the liquidators shall convene a general meeting which may decide, subject to the provisions of section 78, that the liquidation shall be revoked and that the company shall resume its activities. If the general meeting adopts such a resolution it shall elect a board of directors and an auditor. The share capital shall be reduced to the amount which is in hand. If the share capital in hand is lower than DKK 500,000, it shall be increased to that amount or more.

    (2) If the liquidation is revoked and the company resumes its activities, notification of this event shall be delivered to the Commerce and Companies Agency within a period of two weeks following the resolution. The notification shall be accompanied by proof that the conditions in subsection (1) have been fulfilled.

    (3) Subsections (1) and (2) apply correspondingly when a company which is in compulsory dissolution by order of the insolvency court notifies the Commerce and Companies Agency that the court proceedings shall be discontinued and that the company shall resume its activities. If the Agency has not received notification within a period of three months following its request to the insolvency court to dissolve the company, or if the company has previously been subject to compulsory dissolution within the past five years, the company cannot be restored to the register.

    127.—(1) Only a company's board of directors or its liquidator (if the company is in solvent liquidation) may file a petition for insolvent liquidation (winding-up petition) on behalf of the company.

    (2) If the liquidators of a company in solvent liquidation find that the creditors will not be satisfied in full, they shall convene a general meeting of shareholders which shall resolve to file a petition for insolvent liquidation.

    (3) Where a company is being dissolved under section 117 any petition for insolvent liquidation shall be filed by the liquidator without a general meeting being convened. If no liquidator has been appointed the insolvency court may, of its own accord, decide that the company shall enter into insolvent liquidation.

    128.—(1) A public company in insolvent liquidation shall keep its name, adding "in insolvent liquidation".

    (2) At the conclusion of the winding up, the company shall be removed from the register of companies, unless otherwise stipulated by the insolvency court.

    129 to 133. (Repealed)

    Part 15

    Merger, conversion into a private company,

    conversion from a co-operative society into a public company and

    division

    Merger

    134.—Under the provisions of this Part of this Act a public company may be dissolved without entering into solvent liquidation by the transfer of the company’s assets and liabilities as a whole to another public or private company. This also applies where two or more public or private companies are merged into a new public or private company.

    134 a.—The boards of directors of the merging companies shall jointly prepare and sign a merger plan containing information and provisions as regards —

    1) the names and secondary names, if any, of the companies, including whether the name or secondary name of a discontinuing company shall be entered as a secondary name of the continuing company;

    2) the registered offices of the companies;

    3) the consideration for the shares in a discontinuing company;

    4) the date from which the shares that may be granted in consideration become eligible for dividend;

    5) the rights in the continuing company to be conferred on holders, if any, of shares and debt instruments with special rights in a discontinuing company;

    6) any other measures for the benefit of holders of shares and debt instruments mentioned in paragraph 5) above;

    7) the surrender of share certificates for shares granted as consideration;

    8) the date from which a discontinuing company’s rights and obligations shall be considered to have been transferred for accounting purposes. See section 134 b (2);

    9) any special advantages given to the members of the boards of directors, committees of shareholders and management boards of the companies; and

    10) draft articles of association if a new company is formed by the merger.

    134 b.—(1) The boards of directors of each company shall furnish a written statement explaining and giving the reasons for the plan to merge. The statement shall mention the fixing of the consideration for the shares, including specific difficulties in connection with such fixing.

    (2) The statement shall be attached to a joint audited balance sheet showing all assets and liabilities of each company, the adjustments which the acquisition is presumed to involve and a draft for an opening balance sheet for the continuing company following the acquisition. The provisions of the Company Accounts Act (Lov om visse selskabers aflæggelse af årsregnskab m.v.) shall apply correspondingly to the opening balance sheet and the related notes to the accounts. The joint balance sheet shall be prepared as of a date not more than six months prior to the signing of the merger plan.

    134 c.—(1) In each of the merging companies one or more impartial valuation experts shall prepare a written opinion on the merger plan. The valuation experts shall be appointed under the provisions of section 6 b (1). If the merging companies wish to make use of one or more joint valuation experts, such experts shall, at the request of the companies, be appointed by the insolvency court of the jurisdiction where the continuing company has its registered office.

    (2) Section 6 b (2) and (3) shall apply correspondingly to the relationship between the valuation experts and all the merging companies.

    (3) The opinion shall include a statement as to whether the consideration for the shares in a discontinuing company is reasonable and factually based. The statement shall include information about the valuation method or methods used to fix the consideration as well as an evaluation of the expediency thereof. The statement shall include the values resulting from each method and the relative importance to be attached to the methods of valuation. If any special difficulties have been experienced in connection with the valuation, such difficulties shall be mentioned in the statement.

    (4) Moreover, the valuation experts shall submit a statement as to whether the claims of the creditors in the individual companies are expected to be sufficiently secured after the merger.

    134 d.—(1) Not later than four weeks after the merger plan has been signed, a copy thereof certified by the board of directors of each of the merging companies shall be delivered to the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen). In pursuance of section 134 c (4) the statement made by the valuation experts shall be delivered to the Commerce and Companies Agency in connection therewith or thereafter. See section 134 e.

    (2) The receipt of the documents mentioned in subsection (1) above shall be announced in accordance with the provisions of section 158 (1). If it is the opinion of the valuation experts in the statement submitted pursuant to section 134 c (4) that the merger may reduce the possibility that the creditors’ claims will be satisfied, the announcement shall contain information to this effect and draw the attention of the creditors to their rights under sections 134 e and 134 g.

    134e.—(1) Any resolution to merge shall be made by the discontinuing company in general meeting in observance of the provisions of section 78 and such additional regulations as the articles of association might contain on the subject of dissolution or merger, subject to section 134 j. If the company has entered into solvent liquidation, a resolution to merge may only be made if distribution to the shareholders has not yet commenced and if at the same time the company in general meeting resolves to cancel the solvent liquidation, in which event section 126 shall not apply.

    (2) A resolution to merge shall be made by the board of directors of the continuing company save where the general meeting is to alter the articles of association other than to include a discontinuing company’s name or secondary name as the secondary name of the continuing company. The resolution shall also be passed by the company in general meeting if shareholders holding five per cent of the share capital, subject to subsection (3) below, so requisition in writing within two weeks from the date on which the receipt of the merger plan was announced in accordance with section 158 (1). In such case, the resolution shall be passed by the majority of votes prescribed by section 78. The board of directors shall convene the general meeting within two weeks from the receipt of any such request.

    (3) Moreover, the resolution shall be made by the continuing company in general meeting if so requisitioned by those shareholders who are entitled to demand in accordance with the articles of association, see section 70, that the general meeting be convened. The third and fourth clauses of subsection (2) of this section shall apply correspondingly.

    (4) The general meeting shall not be held earlier than four weeks after the announcement in accordance with section 134 d of the receipt of the merger plan and of the statement of the valuation experts in accordance with section 134 c (4). If no resolution is passed as to a merger in accordance with the announced merger plan, the proposed resolution shall be considered to have lapsed.

    (5) The following documents shall be made available for inspection by the shareholders at the office of each merging company not later than four weeks prior to the general meeting and at the same time be forwarded free of charge to all and any registered shareholder who has so requisitioned —

    1) the merger plan;

    2) the annual accounts of each of the merging companies for the last three accounting reference periods or the shorter period of time during which the company has carried on business;

    3) the profit and loss account and balance sheet for the current accounting reference period to date prior to the opening balance sheet for the continuing company referred to in section 134 b (2);

    4) the statement by the board of directors including the joint balance sheet and opening balance sheet, see subsection 2 of section 134 b; and

    5) the opinion and statement of the valuation experts in accordance with section 134 c.

    (6) Creditors who so requisition shall be informed of the date of the resolution under subsections (1) to (3) above.

    134 f.—Shareholders in the discontinuing company or companies may claim damages from the company if they have made reservations to this effect at the general meeting and if the consideration for the shares is not reasonable and factually based. See section 134c (3). Legal proceedings to this effect shall be instituted not later than two weeks after a resolution to merge has been passed by all the merging companies.

    134 g.—(1) If it is presumed in the valuation experts’ statement furnished in pursuance of section 134 c (4) that the possibility of the creditors’ claims being satisfied will be reduced by the merger, creditors whose claims have occurred prior to the announcement of the merger plan required in accordance with section 134 d and for whom no separate security has been provided may prove their claims within four weeks from when the decision to merge was made by all the merging companies.

    (2) Redemption may be demanded of claims which are proved and due whilst good and valid security may be demanded for claims which are proved but not due.

    (3) Unless otherwise substantiated, security provided pursuant to subsection (2) above shall not be necessary if redemption of the claims has been secured by an arrangement under private law for the merging companies.

    (4) If the company and any creditors who have proved their claims disagree as to whether security shall be provided or as to whether any security offered is adequate, either party may within two weeks from the lodging of proof of the claim institute proceedings before the insolvency court of the jurisdiction in which the company has its registered office for the purpose of having the matter settled.

    (5) A creditor may not with binding effect, through the agreement on which the claim is based, renounce his right to demand security as conferred by subsection (2) above.

    134 h.—(1) A discontinuing company shall be deemed to have been dissolved and all its rights and obligations transferred as a whole to the continuing company if —

    1) a resolution to merge has been passed by all the merging companies;

    2) the conditions of subsection (5) below have been complied with;

    3) claims in accordance with section 134 g have been settled; and

    4) claims in accordance with section 134 f have been settled save where good and valid security has been provided for the claim and the valuation experts have declared that the statements made by them in pursuance of section 134 c (3) and (4) are not disputed to any significant extent. The valuation experts shall determine whether the security is good and valid.

    (2) At the same time as the conditions under subsection (1) above are complied with, the shareholders in a discontinuing company who are remunerated with shares shall become shareholders in the continuing company.

    (3) If the merging companies hold shares in a discontinuing company, such shares shall not be replaced by shares in the continuing company.

    (4) Section 34 shall not apply to an increase of the share capital in the continuing company based on the assets and liabilities of a discontinuing company.

    (5) If a new company is formed by the merger and if the election of the board of directors and the auditor does not take place immediately after the companies in general meeting have passed the resolution to merge, a general meeting shall be held in the new company within two weeks thereafter for the purpose of electing a board of directors and an auditor.

    134 i.—Particulars of the adopted merger shall be delivered to the Commerce and Companies Agency for each company not later than two weeks after the legal effects of the merger have come into force in accordance with section 134 h (1). The continuing company may deliver the particulars of the merger for registration on behalf of the companies. The documents mentioned in paragraphs (3) to (5) of section 134 e (5) shall accompany the particulars, in the form of an original or a copy certified by the board of directors.

    134 j.—(1) If a public company is wound up without solvent liquidation by the transfer of the assets and liabilities of the company as a whole to another public company holding all the shares in the discontinuing company, a resolution to merge may be passed by the board of directors of the discontinuing company. Otherwise the provisions of paragraphs 1) and 2), 5) and 6) and 8) to 10) of section 134 a (1), the first clause of section 134 b (1), section 134 d, and the second and third clauses of section 134 e (1) and section 134 e (2) to (6), sections 134 g, 134 h and 134 i shall apply correspondingly.

    (2) The time limit mentioned in section 134 e (5) shall in such cases be calculated from the date the resolution to merge was made by the board of directors and a joint audited balance sheet shall be drawn up in accordance with section 134 b (2).

    (3) One or more valuation experts to be appointed in accordance with section 134 c (1) shall furnish a statement in accordance with section 134 c (4).

    134 k.—If a public company is wound up without solvent liquidation by the assets and liabilities of the company being transferred as a whole to the Danish state or a Danish local authority, sections 134 a and 134 b (1), section 134 c (1) to (3), the first clause of section 134 d (1) and the first clause of section 134 d (2), section 134 e (1), (4) and (5), section 134 f, paragraph 1) of section 134 h (1) and section 134 i shall apply correspondingly.

    Conversion into a private company

    134 l.—(1) By the majority required for an alteration of the articles of association, the company in general meeting may resolve to convert the public company (aktieselskab) into a private company (anpartsselskab). Information about the resolution shall be forwarded to each registered shareholder within two weeks.

    (2) The conversion into a private company shall be deemed to have been effected when the articles of association have been altered to comply with the provisions of the Private Companies Act (Anpartsselskabsloven), and the alterations of the articles of association have been registered and advertised in the Official Gazette (Statstidende).

    (3) When the conversion has been made, the share certificates issued by the company shall be considered to have been cancelled.

    (4) If any relevant shares have not been registered by the centre five years after the conversion, and not everyone who is entitled to be included in the register of shareholders has applied for entering in such register, the board of directors may, through an advertisement inserted in the Official Gazette, invite the holder(s) of such shares to have the shares registered within a further period of six months. After the expiry of this further period, the board of directors may sell any shares not registered through a securities dealer, for the account of the shareholder in question. See section 4 (3) of the Act on Securities Trading, etc. The company is entitled to deduct from the proceeds of such sale the expenses associated with the advertisement and the divestment. Sales proceeds remaining unclaimed five years after the divestment shall accrue to the company.

    Conversion into a partnership limited by shares

    134 m.—(1) With the majority required to alter the articles of association, the general meeting may resolve to convert a public company into a partnership limited by shares (partnerselskab (kommanditaktieselskab)) whereby the converted assets and liabilities of the company are transferred as a whole to the partnership limited by shares. The transfer may be made without the consent of the creditors.

    (2) The notification of the resolution shall be sent not later than two weeks after such resolution to all registered shareholders and to the fully liable partners joining the company.

    (3) The conversion into a partnership limited by shares shall be considered to have been effected when the articles of association have been altered to fulfil the requirements set out in section 173 and the alterations of the articles of association have been registered and announced via the Commerce and Companies Agency’s computerised information system.

    Conversion from a partnership limited by shares into a public company

    134 n.—(1) With the majority required to alter the articles of association, and with the consent of the fully liable partners, the general meeting may resolve to convert a partnership limited by shares into a public company whereby the converted assets and liabilities of the company are transferred as a whole to the public company. The transfer may be made without the consent of the creditors. Sections 6 a to 6 c shall apply correspondingly to the conversion.

    (2) The notification of the resolution shall be sent to all registered shareholders and to the fully liable partners not later than two weeks after such resolution is passed.

    (3) The conversion into a public company shall be considered to have been effected when the articles of association have been changed to fulfil the requirements set out by this Act and the alterations of the articles of association have been registered and announced via the Commerce and Companies Agency’s computerised information system. The fully liable partners shall, however, continue to be liable for debts and obligations entered into prior to the conversion.

    Conversion from a co-operative society into a public company

    135.—(1) In an undertaking carrying on business for profit, the objects of which are to promote the common interests of the members through their participation in the business as buyers, suppliers or in any other manner, where the profit of the business apart from the usual interest on the capital contributed is either distributed among the members in proportion to their share of the turnover or remains in the undertaking and where the liability of the members in relation to the creditors of the company is limited (co-operative society with limited liability; andelsselskab med begrænset ansvar), the body authorised to alter the articles of association may, with the majority required for a resolution to dissolve the company and with the consent of at least four-fifths of the members or their votes when the voting takes place on the basis of holdings, turnover, etc., resolve to convert the company into a public company. On the conversion the assets and liabilities of the converted company are transferred as a whole to the public company. The transfer may be made without the consent of the creditors.

    (2) Sections 6 a to 6 c and 134 to 134 i with the necessary adjustments shall apply to the conversion.

    (3) The notification of the conversion shall be sent to all shareholders not later than two weeks after such conversion.

    (4) The conversion into a public company shall be considered to have been effected when the articles of association have been changed to fulfil the requirements laid down by this Act and the conversion has been registered by the Commerce and Companies Agency.

    (5) Share certificates must not be surrendered until the conversion has been registered.

    (6) If any relevant shares have not been registered by the centre five years after the conversion without everyone entitled thereto having requested surrender of their share certificates or requested entry in the register of shareholders, the board of directors may, through an advertisement inserted in the Official Gazette, invite the holder(s) of such shares to have the shares registered within a further period of six months. After the expiry of this further period, the board of directors may sell any shares not registered through a securities dealer, for the account of the shareholder in question. See section 4 (3) of the Act on Securities Trading etc. (Lov om værdipapirhandel m.v.). The company is entitled to deduct from the proceeds of such sale, the expenses associated with the advertisement and the divestment. Sales proceeds remaining unclaimed five years after the divestment shall accrue to the company.

    Division

    136.—(1) With the majority required to alter the articles of association of a public company, the company in general meeting may pass a resolution for the division of the company. In any such division the assets and liabilities of the companies are transferred as a whole to several existing or newly formed public or private companies on the payment of a consideration to the shareholders of the divided company. With the same majority the general meeting may pass a resolution for a division by which the company transfers part of its assets and liabilities to one or more existing or newly established companies. The transfers may take place without the consent of the creditors.

    (2) Sections 6 a to 6 c, 33 (1) and 134 to 134 i with the necessary adjustments shall apply to divisions.

    (3) If a creditor of a company that has participated in the division does not receive full satisfaction for his claims, each of the other participating companies shall be jointly and severally liable for the debts and obligations which existed at the time when the division plan was announced, provided that such amount does not exceed the net value added or the remaining net value of the individual company at that time.

    137 to 139. (Repealed)

    Part 16

    Damages etc.

    140.—Promoters, members of the board of directors and of the management board who, in the performance of their duties have caused damage to the company due to wilful misconduct or negligence, shall be liable in damages. This consequence shall also apply where damage has been inflicted upon shareholders, creditors of the company or any third party by a violation of the provisions of this Act or the articles of association.

    141.—(1) As regards the liability in damages of valuation experts, auditors, keepers of registers of shareholders, and investigators, section 140 shall apply correspondingly.

    (2) If a firm of accountants has been appointed auditor, both the firm of accountants and the accountant to whom the audit has been entrusted, shall be liable in damages.

    142.—A shareholder shall be liable to compensate any loss which he may have inflicted upon the company, other shareholders or any third party if by committing wilful misconduct or a grossly negligence act he has violated the provisions of this Act or the articles of association of the company. In the event that the court finds special grounds, in consideration of the risk of continued misuse and the circumstances in general, the culpable shareholder may also be ordered to redeem the shares of the injured shareholder at a price reasonably determined in the context of the financial position of the company and the prevailing circumstances.

    143.—(1) Damages applicable under sections 140 to 142 may be reduced where this is found to be reasonable in the context of the degree of guilt, the extent of the damage and the circumstances in general.

    (2) Where several persons jointly are liable in damages, they shall be jointly and severally liable for damages. The person whose liability in damages has been moderated under the rules of subsection (1) above shall only be liable for the reduced amount. If one of these persons has paid the damages, such person shall have a right of contribution from each of the other persons who shares liability in damages with him. The amount of contribution shall be a function of the extent of the guilt of each of the other persons and of the circumstances in general.

    144.—(1) Resolutions to the effect that the company shall sue promoters, members of the board of directors, members of the management board, valuation experts, auditors, investigators or shareholders pursuant to the rules of sections 140 to 142 shall be passed by the company in general meeting.

    (2) Legal proceedings may be instituted even if the company in general meeting has previously passed resolutions conferring exemptions from liability or has refrained from instituting legal proceedings if information which was in all essentials correct and complete has not been given to the company in general meeting concerning the resolution or the matters on which the proceedings are based, before the resolution was passed.

    (3) If shareholders representing at least one-tenth of the share capital have opposed a resolution conferring exemption from liability or renouncing the right to institute proceedings, any shareholder may institute legal proceedings that the party or parties be ordered to pay the company damages for the loss sustained. Shareholders who so institute legal proceedings shall be liable for the costs of the action with the right to have such costs reimbursed by the company to the extent that the costs are covered by any amount which the company may recover through the proceedings.

    (4) If the company enters into insolvent liquidation by order of the court and the date of notice occurs within 24 months from the holding of the general meeting which granted exemption from liability or which renounced the right to institute legal proceedings, the estate in insolvent liquidation by order of the court may bring an action for damages notwithstanding such resolution by the company in general meeting.

    145.—(1) Legal proceedings in accordance with section 144 (3) may not be instituted later than six months after the resolution mentioned therein was passed by the company in general meeting, or if investigation has been implemented according to the rules of section 95, not later than six months after the investigation has been concluded.

    (2) Legal proceedings in accordance with section 144 (4) may not be instituted later than three months after the winding-up order has been made.

    146.—(Repealed)

    Part 17

    Branches of foreign companies

    147.—(1) Foreign companies, partnerships limited by shares (kommandit-aktieselskaber) and companies with a similar legal form domiciled in a member state of the European Union may carry on business through a branch in Denmark.

    (2) Other foreign companies, partnerships limited by shares and companies with a similar legal form may carry on business through a branch in Denmark if an international agreement permits such business or if the Minister of Trade and Industry finds that Danish companies are granted similar rights in the state in question, or otherwise grants a permission thereto.

    148.—(Repealed)

    149.—(1) One or more branch managers shall be in charge of the day-to-day business of the branch. The manager or managers shall be resident in Denmark save where the Minister of Trade and Industry grants an exemption from this requirement.

    (2) The branch managers shall be legally competent and must not be under guardianship pursuant to section 5 of the Guardianship Act (Værgemålsloven) or under guardianship pursuant to section 7 of the same Act. Otherwise with the requisite deviations the provisions of this Act which are applicable to members of the management board shall apply correspondingly to branch managers.

    (3) The branch shall be bound by the signatures of the branch managers, each of them individually or several of them jointly. The branch managers may delegate powers of procuration.

    150.—The company shall be subject to Danish law and the rulings of Danish courts of law with respect to all legal matters which may arise in this country as a result of the activities of the company.

    151.—(1) The Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) shall be notified of the setting up of branches. Part 19 shall apply correspondingly.

    (2) A branch shall not commence its activities until particulars for registration have been delivered. If registration is refused, or if an existing branch is subsequently struck off the register, the activities of the branch in Denmark must be discontinued.

    (3) The branch manager shall notify the Commerce and Companies Agency within two weeks from the company has entered into insolvent liquidation by order of the court, initiated compulsory composition negotiations or become subject to any similar arrangement. Information concerning such matters shall be added to the company name. See section 153 (5).

    152.—(1) A branch shall be struck off the register of the Commerce and Companies Agency if

    1) the company files an application to have the branch struck off the register;

    2) the branch has no branch manager and this situation is not rectified by the expiry of a time limit set by the Commerce and Companies Agency;

    3) the branch manager has not delivered to the Commerce and Companies Agency any audited annual accounts of the company with an annual report and, if appropriate, group accounts in pursuance of sections 63 a and 63 b of the Company Accounts Act (Lov om visse selskabers aflæggelse af årsregnskab m.v.) and this situation has not been rectified by the expiry of a time limit set by the Agency; or

    4) a creditor of a branch of a company which is not domiciled in a member state of the European Union proves that he cannot obtain satisfaction for his claim out of the assets of the company in Denmark.

    (2) In the circumstances identified in paragraph 4) of subsection (1) above, a new branch must not be set up until either the creditor’s claim has been satisfied or the creditor has consented to the setting up of the branch.

    Part 18

    Names of public companies

    153.—(1) Public limited companies shall be under an obligation to and shall have an exclusive right to use the word "aktieselskab" (public company) or any contractions derived therefrom.

    (2) The names of public companies shall differ clearly from each other and from the names of private companies. The name must not include surnames, names of firms, specific names of real property, trade marks, logos, etc., that do not belong to the company or anything which may be confused therewith.

    (3) The name of a public company must not be likely to mislead. It must not include any specification of undertakings which have no connection with the objects of the company. If the name describes a specific activity, it must not be maintained in that form if the nature of the activities changes significantly.

    (4) The provisions of subsections (1) to (3) above shall apply correspondingly to secondary names of companies. If secondary names are used, the principal name of the company shall be added in brackets.

    (5) A branch name shall include the company name with the addition of the word "filial" (branch) as well as a clear indication of the nationality of the company.

    (6) Public companies and their branches shall state their name, registered office (head office) and registration number on all letters and other business documents. Moreover, branches shall state any register and registration number of the company in the home country. If the amount of the share capital is indicated in such documents, amounts for both the subscribed and the paid-up share capital must be stated.

    Part 19

    Delivery of particulars for registration, registration, etc.

    154.—(1) The Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) is domiciled in Copenhagen.

    (2) The Commerce and Companies Agency shall stipulate rules relating to the delivery of particulars for registration and registration. The Agency may stipulate rules to the effect that such particulars delivered for registration and any documents to be filed in connection therewith may be exchanged electronically, including be delivered to the Agency, in a standardised form as prescribed by the Agency. Such electronic documents are legally equivalent to paper-based documents. The Agency may stipulate rules as to which matters applicants delivering the particulars or others may themselves register in the Agency’s computer system, and as to the use of the system.

    (3) Registrations made in accordance with the rules issued in pursuance of the fourth clause of subsection (2) above shall replace the filing of particulars for registration. Section 156 shall also apply to such registrations.

    (4) The Agency may stipulate rules relating to fees for particulars delivered for registration, fees to be paid for transcripts etc., announcements and the use of the Agency’s computer system. The Agency may stipulate fees for reminders etc. in case of late payment.

    (5) The Commerce and Companies Agency may stipulate rules relating to the payment of an annual fee for the administration of the rules of company law concerning loans to shareholders etc. and for services for which no specific fees have been fixed.

    154 a.—(1) The time limits fixed in or in pursuance of this Act shall be in force from and including the day after the day of the event that released the time limit. This shall apply to the calculation of time limits in terms of dates, weeks, months and years.

    (2) Where a time limit is stated in terms of weeks, the time limit shall expire on the same day of the week as the day on which the event that released the time limit took place. See subsection (1) above.

    (3) Where a time limit is stated in terms of months, the time limit shall expire on the date of the month on which the event that released the time limit took place. See subsection (1) above. If the day on which the event that released the time limit took place is the last day of a month, or if the time limit expires on a non-existing day of a month, the time limit shall always expire on the last day of a month, irrespective of the length of the month.

    (4) Where a time limit is stated in terms of years, the time limit shall expire on the anniversary of the date when the event that released the time limit took place. See subsection (1) above.

    (5) Where a time limit expires on a weekend, a public holiday, the Danish Constitution Day (5 June), Christmas Eve or New Year’s Eve, the time limit shall be extended to the following weekday.

    155.—(Repealed)

    156.—(1) If the articles of association of the company are altered or if any other circumstance changes, about which particulars have been delivered, such altered particulars must, in the absence of any provision to the contrary in this Act, be delivered to the Commerce and Companies Agency not later than four weeks from the date on which the alteration or change was adopted.

    (2) If the articles of association of the company are altered as regards the registered office or if any changes are made to the board of directors or the management board of the company, or if a new auditor is appointed, such particulars shall be delivered to the Commerce and Companies Agency within two weeks from a resolution to this effect has been passed.

    156 a.—The Commerce and Companies Agency may demand any information necessary to determine whether this Act or the articles of association of the company are being observed.

    157.—(1) Registration shall be refused if the particulars for registration or the arrangement for which particulars have been delivered for registration does not meet the requirements of this Act or the provisions laid down in accordance with this Act or is not in conformity with the articles of association of the company, or if the decision, in accordance with which the arrangement submitted for registration has been made, has not been made in the manner laid down by this Act or the articles of association.

    (2) If the Commerce and Companies Agency finds that an error or omission can be rectified by a resolution passed by the general meeting or a decision made by the board of directors, a time limit shall be set for the rectification of the situation. If such rectification does not take place by the expiry of the time limit set, registration shall be refused.

    (3) The applicant delivering the particulars shall receive information in writing about the refusal and the grounds for such refusal.

    157 a.—Following registration according to rules stipulated in pursuance of the second and fourth clauses of section 154 (2), the Commerce and Companies Agency may for up to five years from the date of registration demand submission of documentation showing that the particulars delivered for registration have been filed or that registration has been made legally. See section 157 (1). In the event that no such documentation is provided, the Agency shall fix a time limit for the rectification thereof. If such rectification does not take place by the expiry of the time limit fixed, the Agency may cause the company to be dissolved, if required, in pursuance of the rules stipulated in section 117.

    157 b.—State-owned companies shall notify the Commerce and Companies Agency immediately of any significant matters which relate to the company and which may be expected to affect the future of the company, its employees, shareholders and creditors.

    157 c.—(1) The Commerce and Companies Agency shall determine the particulars as to the submission of notifications by state-owned companies and the publication thereof.

    (2) The Minister of Trade and Industry may set out provisions granting exemptions from special rules applicable to state-owned companies if this is necessary to ensure equality between these rules and comparable rules stipulated for companies whose the shares or debentures are quoted on a stock exchange.

    157 d.—Anyone who so requests shall be able to obtain a copy of the articles of association of a state-owned company from its head office.

    158.—(1) Registrations, receipt of valuation reports in pursuance of section 6 c, merger plans, division plans and the valuation experts’ statements under section 134 c (4) shall immediately be advertised in the Official Gazette (Statstidende). Registrations and particulars received with enclosures, merger plans, division plans, valuation reports and statements by valuation experts under section 134 c (4) shall be available for inspection by the public. The information etc. of which the Commerce and Companies Agency is notified under section 118 a shall be exempt from the provisions of the Act on Public Access to Documents in Administrative Files (Lov om offentlighed i forvaltningen).

    (2) Third parties shall be deemed to have knowledge of anything which has been advertised in the Official Gazette, subject to section 61 (2). The provision of the first clause of this subsection shall not be applicable to transactions which have been made on or before the 16th day following the advertisement if it can be proved that such third party has not had the opportunity to acquire knowledge of the announced matters.

    (3) As long as no advertisement has been inserted in the Official Gazette, matters which must be submitted for registration and which must be advertised cannot be contended in relation to third parties save where documentation is provided to the effect that such third party has had knowledge thereof. The fact that such matters have not yet been advertised, shall not prevent any third party from relying upon that which has been advertised.

    (4) In the event that any disagreement between the contents of the advertisement in the Official Gazette and the contents of the register of companies, the company cannot rely upon the advertised text in relation to any third party. Such third party can, on the other hand, rely upon the advertised text in relation to the company save where it is proved that the said party was familiar with the contents of the register.

    158 a.—The Commerce and Companies Agency may determine that all or some registrations etc. shall be published in a special registration gazette. Moreover, the Agency may decide that the registration and publication shall take place via the Agency’s computerised information system at the same time as or instead of in the registration gazette. Information published on the computerised information system and in the registration gazette shall be considered to have come to the knowledge of third parties and shall have the same legal effect in all respects as any publication in the Official Gazette.

    159.—(Subsection 1 repealed)

    (2) Where authority in connection with the dissolution of public companies has been referred to the insolvency court, such authority shall be exercised in the jurisdiction where the company has its the registered office by the division of the insolvency division of the Copenhagen Maritime and Commercial Court (Sø- og Handelsrettens skifteretsafdeling) with jurisdiction in the area covered by section 4 of the Insolvency Act (Konkursloven).

    159 a.—If the Minister of Trade and Industry delegates his legal authority to the Commerce and Companies Agency, the Minister may stipulate rules relating to the right to complain, including complaints which may not be submitted to another administrative authority.

    159 b.—(1) Decisions made by the Commerce and Companies Agency under the provisions of this Act or regulations issued in pursuance of this Act may be delivered to the Company Appeals Board of the Ministry of Business and Industry not later than four weeks after the decision has been communicated to the relevant party.

    (2) The decisions made by the Commerce and Companies Agency as a consequence of the time limits stipulated in the first clause of section 11 (3), the second clause of section 36 (2), section 44 (3) and 46 (2) relating to the fixing of time limits under sections 157 (2) and 157 a being exceeding, and decisions under sections 117 (1), 118, 118 a, 126, paragraphs 2) and 3) of section 152 (1) and the third clause of section 158 (1) may not be submitted to a higher administrative authority.

    (3) Apart from cases which fall within section 81, where anyone believes that a registration is detrimental to him, the question of deleting such registration shall be decided by the courts of law. Actions to this effect shall be instituted against the company not later than six months after the announcement of the registration in the Official Gazette. The court shall send a transcript of the judgment to the Commerce and Companies Agency. A note concerning the outcome of the case shall be entered, free of charge, in the register of companies and an advertisement shall be inserted in the Official Gazette.

    159 c.—(Repealed)

    Part 20

    Penalty provisions etc.

    160.—(1) Provided that a more severe penalty is not applicable under the Criminal Code (Straffeloven), any person who violates the provisions of this Act concerning the delivery of particulars for registration, valuation reports in pursuance of section 6 c and communications to the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) shall be liable to a fine. Members of the board of directors, the management board and the committee of shareholders, valuation experts, accountants and investigators together with their alternates shall be liable in the same way if they make unauthorised use of knowledge acquired in the performance of their offices or duties.

    (2) Where members of the board of directors, the management board or the liquidator of a public company or the manager of the branch of a foreign public company fails to comply in due time with the obligations in relation to the Commerce and Companies Agency imposed on them by this Act or by provisions fixed according to this Act, the Agency, and with respect to any failure on the part of the said persons to comply with obligations imposed according to rules issued in pursuance of section 178, the Minister of Trade and Industry may impose daily or weekly fines as a sanction.

    161.—(1) Any person who violates sections 6 c (1), (2) and (5), 12 (4), 13 (1), 23 a, 25, 25 a (1), 28 a and 28 b, 48 (1) and (2), 48 c to 48 f, 48 h (1), 48 i, 53 to 55, 56 (2) and (6), 69 a, 75 (2) and (3), 109, 111, 115 (1) and (2), the second clause of section 115 a (2), 116 (4), 117 (3), the first clause of section 118 a (6), 128 (1), 151 (2), 153, 157 b, 157 d and 173 (3) shall be liable to a fine.

    (2) Any company maintaining transactions made in contravention of section 115 (1) and (2) shall be liable to a fine.

    (3) Rules laid down in pursuance of the fourth clause of section 1 (3), sections 25 (1), 28 d and 41 a, the second and fourth clauses of section 154 (2), or section 178, may provide for fines to be imposed for any violation of those regulations.

    (4) Where a public company, co-operative society and any similar company or society acts as a promoter or an auditor, fines may be imposed on such company or society for any violation of the provisions of this Act.

    Part 21

    Commencement provisions etc.

    162.—(1) This Act shall come into force on 1 January 1974. The third and fourth clauses of section 21 (3) shall come into force on 1 August 1973.

    (2) At the same time the Companies Act no. 123 of 15 April 1930 as amended shall be repealed. Moreover, the Act no. 36 of 15 February 1895 on Danish Companies with registered offices abroad shall be repealed.

    (3) (Repealed)

    163.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require. Until this Act takes effect in respect of the parts of the country mentioned above, the rules which have applied up until now of the Companies Act no. 123 of 15 April 1930 as amended shall remain in force.

    164.—(Omitted)

    165.—(Omitted)

    166.—Notwithstanding the provision of the second clause of section 18, the provisions of the articles of association which were in force on or before the date when this Act took effect shall remain in force. The provisions of the second clause of section 19 (2), see subsection (4), concerning the setting aside of any provision in the articles of association relating to the basis of calculation of the purchase sum shall apply where the right of first refusal is contended after this Act has taken effect.

    167.—(Omitted)

    168.—(1) The term of office of members of the board of directors set out in paragraph 6) of section 4, see section 49 (7), shall apply for the first time when elections, including re-elections, of members of the board of directors take place after this Act has come into force.

    (2) Members of the management board who are members of the board of directors when this Act takes effect, may remain in office irrespective of the provision of section 51 (2). Notwithstanding the last clause of section 56 (1), this shall also apply to the office of the chairman of the board of directors.

    (3) Notwithstanding the provisions of section 52 (1), sole traders, companies, etc., which were engaged as members of the management board at the time when this Act came into force in pursuance of section 3 of Act no. 503 of 29 November 1972, may continue as members of the management board in the companies in question.

    (4) Notwithstanding the provisions of sections 61 b (1) and 61 c (1) of the Company Accounts Act (Lov om visse selskabers aflæggelse af årsregnskab m.v.), the auditors who were lawfully elected on or before the date when this Act took effect may remain in office.

    (5) Notwithstanding the provision of section 49 (6), the provisions of the articles of association registered before the 1 July 1973 shall remain valid.

    169.—(1) The provision of section 67 (1), whereby each share confers a right to vote, shall not apply to shares which had been subscribed before this Act took effect, and which carried no voting rights at the time.

    (2) Shares which had been subscribed before this Act took effect and whose voting power exceeds ten times the voting power of any other share or any other amount of share capital of the same size, shall retain their voting power irrespective of the rule contained in section 67 (1).

    170.—(Omitted)

    171.—The provisions of sections 116 to 123 and 125 to 131 shall not apply to public companies in which liquidators had already been appointed on or before the date when this Act came into force. The rules of sections 132 to 133 shall not apply to companies which had entered into insolvent liquidation at the time when this Act came into force. The insolvency proceedings or the winding up of the insolvent company shall take place in the companies in question in pursuance of the rules of sections 61 to 72 of the Companies Act of 15 April 1930.

    172.—(Repealed)

    Part 22

    Special provisions

    173.—(1) The provisions of this Act shall apply to public companies irrespective of whether such companies have been formed exclusively for the purpose of participating with their entire capital in an unlimited company.

    (2) In the absence of any provisions to the contrary in subsections (3) to (6) and (8) below, the provisions of this Act or the provisions laid down in pursuance of this Act, including provisions concerning submission for registration with the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen), and powers to bind companies as well as the provisions of the law concerning auditing, shall apply correspondingly with the required relaxation, to partnerships limited by shares.

    (3) Partnerships limited by shares shall be under an obligation to use and have an exclusive right to use the words "kommanditaktieselskab", "partnerselskab" (partnership limited by shares) or the contraction "P/S" in their names.

    (4) The articles of association of a partnership limited by shares shall include specific rules as to the legal relationship between the shareholders and the fully liable members.

    (5) The memorandum of association, subscription lists and the particulars of the formation of the company delivered to the Commerce and Companies Agency shall, in addition to the details prescribed for public companies, include information on the following —

    1) the full names, occupations and addresses of the fully liable members,

    2) whether the fully liable members are under an obligation to make contributions, and if so the amount of the contribution of each individual member. If the contribution has not been fully paid up, the rules applicable to the payment shall be stated. If the contribution has been made in other ways than in monetary form, full details must be given of the basis for the evaluation.

    3) the rules of the articles of association concerning the influence of the fully liable members on the business of the company and their share of the profit and loss.

    (6) Particulars for registration delivered by a partnership limited by shares to the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) shall be signed both by the fully liable members and by the members of the board of directors.

    (7) A partnership limited by shares means a limited partnership carrying on business for profit in which a public company participating with its entire capital is a limited partner or where the limited partners of the company have contributed a specific amount of capital which is divided into shares.

    (8) The fully liable partners of limited partnerships formed after 1 June 1996 shall have managerial and financial powers.

    174.—Companies with limited liability entered in the register of companies which, as a consequence of the rule contained in section 1 (4), do not fall within this Act, may be struck off the register in accordance with specific rules stipulated by the Minister of Trade and Industry.

    175.—In section 16 (3) of Act no. 145 of 13 April 1938 on Cancellation of Securities (Lov om mortifikation af værdipapirer) the words "and shares" shall be deleted.

    176.—(1) Requirements of residence in this country which are stipulated in sections 3 (2), 6 b (2), 52 (2) and (3), see section 59 (4), and the second clause of section 121 (1), and section 149 (1) shall not apply if other provisions have been laid down in pursuance of an international agreement or by provisions laid down by the Minister of Trade and Industry.

    (2) This shall also apply to the requirement of residence in this country set out in section 3 (2) with respect to partnerships (interessentskaber), limited partnerships (kommanditselskaber), private companies (anpartsselskaber), public companies (aktieselskaber), other companies with limited liability (selskaber med begrænset ansvar), associations, foundations and other independent institutions.

    177.—(1) A resolution to include members of the board of directors elected by the employees in pursuance of the third clause of section 49 (2) and subsection (3) thereof requires that at least half of the company’s employees or those of the subsidiary undertakings, respectively, vote in favour thereof. The board of directors will be notified in writing of any such resolution.

    (2) Members of the board of directors and alternates elected by the employees, are elected through voting in writing and voting by ballot.

    (3) Members of the board of directors and their alternates to be elected by the employees according to subsection (1) above, see the third clause of section 49 (2), shall be elected directly. Each employee may cast a number of votes corresponding to half of the number of members to be elected. If the number of votes which may be cast according to the second clause hereof does not add up to a whole number, that number shall be rounded up. Each employee may cast only one vote for each nominated candidate. These rules shall apply correspondingly to the election of alternates.

    (4) Members of the board of directors and alternates to be elected by the employees pursuant to subsection (1) above, see section 49 (3), shall be elected indirectly. The right to vote is exercised by an electoral college made up of representatives of the individual companies of the group.

    (5) The rules of subsections (1) to (4) shall apply correspondingly in the case of elections pursuant to section 49 (5).

    178.—(1) The Minister of Trade and Industry shall stipulate rules relating to —

    1) who is considered to be an employee;

    2) the calculation of the average number of employees in pursuance of the third clause of section 49 (2) and subsection (3);

    3) the particulars concerning the implementation of the fourth and fifth clauses of section 73 (2), and section 177;

    4) the possibility of not holding an election in pursuance of the third clause of section 49 (2) and subsection (3) if only the number of candidates who are to be elected members of the board of directors and alternates are nominated;

    5) in which way employees of companies where members of the board of directors have been elected in pursuance of the third clause of section 49 (2) are to be notified of company matters;

    6) in which way employees of groups of companies where members of the board of directors have been elected in pursuance of section 49 (3) are to be notified of matters relating to the group; and

    7) the legal protection as regards the engagement of members of the board of directors elected by the employees. Any disagreement regarding such protection and any violation or interpretation of the rules shall be determined by the application of labour law.

    (2) Moreover, the Minister of Trade and Industry shall stipulate rules relating to the implementation of the second and third clauses of section 26 (2).

    179.—(Repealed)

    _ _ _

    Act no. 299 of 8 June 1977

    contains, among other things, the following commencement and transitional provisions —

    18.—This Act shall come into force on 1 April 1978.

    19.—(1) If a company has entered into insolvent liquidation and the date on which the winding-up order was made occurred prior to the date on which this Act came into force, the rules in force up until now shall be applied.

    (2) (Omitted)

    (3) If, prior to the date on which this Act comes into force, a company has entered into solvent liquidation according to the provisions of the law on liquidation of insolvent companies, the rules in force up until now shall apply to the effects thereof.

    21.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 266 of 16 June 1980

    contains, among other things, the following commencement and transitional provisions —

    2.—(1) Thus Act shall come into force on 1 January 1981.

    (2) (Omitted).

    4.—Public companies which have already been registered when this Act comes into operation and which have not entered into solvent liquidation or whose estate is not being administered in insolvent liquidation by order of the court, shall ensure that their articles of association meet the requirements of this Act by 1 July 1982. Public limited companies which are not registered but for which particulars for registration have been delivered, shall ensure that their articles of association meet the requirements of this Act prior to registration.

    5.—(1) Alterations of the articles of association which are required to ensure that the articles of association are in accordance with the requirements of this Act, and which have not obtained the required number of votes at the general meeting of the company for such alterations to be made, shall be considered as validly passed by the general meeting if at such general meeting the number of votes cast against the alterations is not as large as required by the articles of association for a resolution to dissolve the company.

    (2) If the articles of association of the company have not been altered to comply with this Act prior to the expiry of the time limit given in section 4 and if the company does not make the necessary alterations as required by the registrar of companies, the registrar will cause the company to be dissolved, if required, under the rules of section 117.

    _ _ _

    Act no. 285 of 10 June 1981

    contains, among other things, the following commencement and transitional provisions —

    3.—(1) This Act shall come into force on 1 February 1982 and will be applicable to the accounting reference periods beginning on 1 February 1982 or thereafter.

    (2) For companies whose main objects are to carry on business as shipowners and which had already been registered on or before the date when the Bill was tabled, this Act shall come into force at the same time as the Company Accounts Act (Lov om visse selskabers aflæggelse af årsregnskab m.v.) comes into operation for these companies. 3)

    (3) (Omitted)

    4.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 282 of 9 June 1982

    contains, among other things, the following commencement and transitional provisions —

    2.—(1) This Act shall come into force on 1 January 1983.

    (2) Paragraphs 55), 62) and 63), 77), 86) and 89) of section 1 shall come into force on the day after the advertisement in the Law Gazette (Lovtidende)4) and paragraphs 40) and 42) of Section 1 shall come into force on 1 January 1985. Paragraph 39) of section 1 shall be applicable for the first time on 1 July 1984 in respect of the public companies which were registered on or before the date when this Act came into operation.

    3.—Loans and security which have been granted and provided under section 115 of the Public Companies Act (Aktieselskabsloven) in force up until now shall not be covered by paragraph 62) of section 1, section 115 (4) and (5) and paragraph 90) of section 161 (2). The transactions shall be settled as originally agreed, provided that this is not later than 1 January 1993.

    4.—(1) Public companies which have been registered on or before the date when this Act comes into force and which have not entered into solvent liquidation or whose estate is not being administered in insolvent liquidation by order of the court, shall ensure that their articles of association meet the requirements of this Act by 1 January 1984. Public companies which are not registered, but for which particulars for registration have been delivered before this Act comes into operation, shall ensure that their articles of association meet the requirements of this Act prior to registration.

    (2) Prior to 1 January 1985 the companies mentioned in subsection (1) above shall increase their share capital to the minimum amount of DKK 300,000 stipulated in paragraph 1) of section 1. The minimum amount shall be fully paid up prior to this date.

    5.—(1) Notwithstanding paragraph 20) of section 1, the provisions of the articles of association concerning the right of pre-emption in force on or before the date when this Act comes into force may remain valid until the end of 1983.

    (2) The authority registered for the board of directors on or before the date when this Act comes into force as to any increase of the share capital shall expire on 31 December 1987 in the absence of any provisions in the articles of association setting out an earlier date.

    6.—(1) Alterations to the articles of association which are required for the articles of association to comply with the provisions of this Act, and which have not obtained the required number of votes at the general meeting of the company to enable such alterations to be made, shall be considered to be validly passed by the general meeting if at such general meeting the number of votes cast against the alterations is not as large as required by the articles of association for a resolution to dissolve the company.

    (2) If the articles of association of the company have not been altered to comply with this Act prior to the expiry of the time limits given in sections 4 and 5 and if the company does not make the necessary alterations as required by the registrar of companies, the registrar will cause the company to be dissolved, if required, under the rules of section 117 of the Public Companies Act. This shall also apply if it has not been ensured that the capital structure is in accordance with the provisions of section 4 (2) and such defect has not been rectified within the limit stipulated by the registrar of companies.

    7.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 286 of 6 June 1984

    Act on foundations carrying on business for profit

    contains, among other things, the following commencement and transitional provisions —

    65.—(1) This Act shall come into force on 1 January 1985.

    (2) (Omitted)

    (3) This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 52 of 20 February 1985

    contains, among other things, the following commencement and transitional provisions —

    2.—(1) This Act shall come into force on 1 March 1985.

    (2) to (3) (Omitted)

    3.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 317 of 4 June 1986

    (The stock exchange reform)

    contains, among other things, the following commencement and transitional provisions —

    7.—The date on which the provisions of this Act shall come into force shall be fixed by the Minister of Industry. The Minister may also determine that the provisions of this Act shall come into force on different dates. 5)

    _ _ _

    Act no. 318 of 4 June 1986

    (Issue of listed shares and

    shares in investment funds through

    the Danish Securities Centre)

    contains, among other things, the following commencement and transitional provisions —

    5.—The date on which the provisions of this Act shall come into force shall be fixed by the Ministry of Industry. The Minister may also determine that the provisions of this Act shall come into force on different dates. 6)

    _ _ _

    Act no. 324 of 4 June 1986

    (The jurisdiction of the courts in civil matters,

    the European Judgments Convention)

    contains, among other things, the following commencement and transitional provisions —

    6.—(1) This Act shall come into force on 1 July 1986 and have effect in matters which have not been instituted on or before the date when this Act comes into force, subject to subsection (2).

    (2) 7) The date on which the proposed drafting of section 247 of the Administration of Justice Act (Retsplejeloven) proposed in paragraph 2) of section 1 takes effect shall be fixed by the Minister of Justice.

    7.—This Act shall not extend to the Faroe Islands and Greenland.

    _ _ _

    Act no. 384 of 4 June 1987

    (Liquidators’ fees etc.)

    contains, among other things, the following commencement and transitional provisions —

    4.—(1) This Act shall come into force on 1 October 1987.

    (2) This Act shall be applicable to all estates which have not been finally wound up on or before the date when this Act comes into force to the extent that the continued administration of the estate is subject to the provisions of this Act.

    5.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 401 of 10 June 1987

    (Alteration of the limit for the representation of the employees

    of the company on the board of directors)

    contains, among other things, the following commencement and transitional provisions —

    5.—(1) This Act shall come into force on the day after the announcement in the Law Gazette (Lovtidende).8)

    8.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 851 of 23 December 1987

    (Transfer of authority to the Commerce and Companies Agency. Appeal.)

    contains, among other things, the following commencement provisions —

    18.—(1) This Act shall come into force on 1 January 1988.

    _ _ _

    Act no. 83 of 17 January 1988

    (Issue of listed, convertible debt instruments

    through the Danish Securities Centre)

    contains, among other things, the following commencement and transitional provisions —

    2.—This Act shall come into force on the day after the announcement in the Law Gazette (Lovtidende).9)

    3.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 815 of 21 December 1988

    (Alteration of provisions concerning auditing)

    contains, among other things, the following commencement and transitional provisions —

    8.—(1) This Act shall come into force on 1 January 1989 and be applicable to accounting reference periods beginning on 1 January 1989 or thereafter.

    (2) to (4) (Omitted).

    9.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

     

    _ _ _

    Act no. 105 of 15 February 1989

    (Electronic registration etc.)

    contains, among other things, the following commencement and transitional provisions —

    6.—(1) This Act shall come into force on 1 July 1989.

    (2) This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 308 of 16 May 1990

    (Implementation of the Seventh Directive on consolidated accounts)

    contains, among other things, the following commencement and transitional provisions —

    6.—(1) This Act shall come into force on 1 January 1991 and the provisions of paragraphs 1) and 3) to 7) of section 2, paragraphs 1) and 3) to 8) of section 3, paragraphs 1) and 2) of section 4 and paragraphs 1) to 3) and 5) to 8) of section 5 shall apply from this date.

    (2) (Omitted).

    (3) The provisions of paragraph 2) of section 2,2) paragraph 2) of section 3 and paragraph 4) of section 5 shall apply from the date of the first annual general meeting at which a resolution is passed concerning the adoption of annual accounts governed by this Act.

    8.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 289 of 8 May 1991

    (Implementation of the EU Directives on

    large shareholders, branches of foreign companies

    and single-member limited liability companies etc.)

    contains, among other things, the following commencement and transitional provisions —

    5.—(1) This Act shall come into force on 1 July 1991.

    (2) Not later than on or before the date of the first annual general meeting held by the company after 30 June 1991 notification must be given of the existing ownership of the company, see section 28 a of the Public Companies Act as set out in paragraph 1) of section 1 of this Act, section 17 a of the Private Companies Act (Anpartsselskabsloven) as set out in paragraph 1) of section 2 of this Act and section 61 of the Insurance Business Act (Lov om forsikringsvirksomhed) as set out in paragraph 1) of section 4 of this Act.

    (3) (Omitted).

    (4) Section 63 (2) of the Public Companies Act as inserted by paragraph 2) of section 1 of this Act, section 44 (2) of the Private Companies Act as inserted by section 2 (2) of this Act and section 100 (2) of the Insurance Business Act as inserted by section 4 (2) of this Act, shall come into force on 1 January 1993. Agreements made between a sole shareholder in a public or private company and the company prior to the date when these requirements come into force, shall comply with the requirements prior to 1 January 1993.

    (5) Branches of foreign companies which have been registered on or before the date when this Act takes effect shall prior to 1 January 1993 deliver for registration particulars of the changes which are required to ensure that the matters registered comply with the requirements of this Act. Branches which are not registered, but for which particulars for registration have been delivered prior to the date on which this Act comes into force, shall ensure prior to registration that the matters for which particulars have been filed comply with the requirements of this Act.

    (6) (Omitted).

    6.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 343 of 6 June 1991

    (Insider trading)

    contains the following commencement provisions —

    4.—(1) This Act shall come into force on 1 August 1991.

    (2) The provisions of paragraph 7 of section 1 shall, however, not come into force until 1 January 1992 as regards the obligations to draw up internal rules under sections 39 b (2) and 39 c. Nor shall sections 23) and 3 come into force until 1 January 1992.

    _ _ _

    Act no. 886 of 21 December 1991

    (Capital requirements)

    contains the following commencement and transitional provisions —

    4.—(1)10) This Act shall come into force on the day after the announcement in the Law Gazette (Lovtidende).

    (2) Companies which have delivered particulars for registration or been registered by 6 December 1991, and which have not entered into solvent liquidation, whose estate is not being administered in insolvent liquidation by order of the court or in any similar proceedings, shall before 1 January 1997 increase their share capital or subscribed capital to the minimum amount set out in the second clause of section 1 (3) of the Public Companies Act and section 1 (3) of the Private Companies Act (Anpartsselskabsloven), respectively, both as drafted by this Act. Such minimum amount shall be fully paid up. Failing this and if the capital position has not been rectified within a time limit fixed by the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen), the Agency may cause the company to be dissolved, if required, in pursuance of the rules stipulated in section 117 of the Public Companies Act and section 86 of the Private Companies Act, respectively. The decision made by the Agency cannot be submitted to a higher administrative authority.

    (3) Paragraph 2) of section 1 shall be applicable to the public companies mentioned in subsection (2) above as from 1 January 1997.

    5.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 1060 of 23 December 1992

    (Simplification and adaptations to fulfil future provisions)

    contains the following commencement and transitional provisions —

    4.11)—(1) This Act shall come into force on 1 August 1993.

    5.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 1094 of 22 December 1993

    (Amendment of among other things the Public Companies Act)

    contains the following commencement provisions —

    3.—(1) This Act shall come into force on 1 January 1994.

    4.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 122 of 18 February 1994

    (Examination of annual accounts and amendment of among other things the Public Companies Act)

    contains the following commencement provisions —

    4. —(1) This Act shall come into force on 1 March 1994. The provisions of section 4 (2) and (4) of Act no. 1060 of 23 December 1992 as drafted by section 3 of this Act, shall come into force as from 1 August 1993.

    (2) (Omitted)

    5.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 442 of 1 June 1994

    (Fraudulent asset stripping etc.)

    contains the following commencement provisions —

    7. 12)—(1) This Act shall come into force on the day after the announcement in the Law Gazette (Lovtidende).

    (2) and (3) (Omitted)

    (4) (Omitted), paragraph 1) of section 3 (omitted) shall be applicable for income years and accounting reference periods ending 31 December 1994 or thereafter.

    (5) and (6) (Omitted)

    9.—(1) This Act shall not extend to the Faroe Islands and Greenland.

    (2) Sections 3 to 5 may by Royal Decree be made effective in respect of the Faroe Islands and Greenland for those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 365 of 14 June 1995

    (State-owned companies.)

    contains the following commencement provisions —

    3.—(1) This Act shall come into force on 1 July 1995.

    (2) Proposals for a revision of this Act will be moved in the 1995-96 sessional year of the Danish parliament, the Folketing.

    (3) The first clause of section 76 (3) of the Public Companies Act, as amended by paragraph 3) of section 1, shall apply to general meetings which are held on 1 October 1995 or thereafter.16) Existing state-owned companies shall deliver the rules of procedure of the board of directors to the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) within four weeks from the date when this Act comes into force.

    (4) (Omitted)

    4.—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 1072 of 20 December 1995

    Act on securities trading etc.

    contains the following commencement provisions —

    126.—The date on which this Act or any part thereof comes into force shall be fixed by the Minister of Business and Industry.13) (Omitted)

    130.—(1) This Act shall not extend to the Faroe Islands and Greenland but may, with the exception of sections 105 to 115, 123 and 125, by Royal Decree be made effective for those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.1)

    (2) (Omitted)

    _ _ _

    Act no. 377 of 22 May 1996

    (Simplification of the preparation of accounts and time limits,

    second phase of the legislation concerning state-owned

    companies and electronic data interchange etc.)

    contains the following commencement provisions —

    14.—(1) This Act shall come into force on 1 June 1996.

    (2) to (5) (Omitted)

    17.—Section 17 (1) sets out that this Act shall not extend to the Faroe Islands and Greenland. The provisions of section 17 (2) and (3) set out that section 2 of this Act concerning amendments to the Public Companies Act may by Royal Decree be made effective in respect of the Faroe Islands and Greenland, respectively, subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

    Act no. 386 of 22 May 1996

    (Amendments consequent upon the Guardianship Act)

    contains the following commencement provisions —

    34.—(1) This Act shall come into force on 1 January 1997.

    35.—Section 35 (1) sets out that this Act shall not extend to the Faroe Islands and Greenland. The provisions of section 35 (2) and (3) set out that section 7 of this Act concerning amendments to the Public Companies Act may by Royal Decree be made effective in respect of the Faroe Islands and Greenland, respectively, subject to such modifications as circumstances that such parts of the Kingdom of Denmark dictate.

    _ _ _

    Act No. 1007 of 23 December 1998

    contains the following commencement provisions —

    2.—(1) This Act shall come into force on 1 July 1999.

    (2)—This Act shall not extend to the Faroe Islands and Greenland but may by Royal Decree be extended wholly or partly to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

     

    Act No. 1056 of 23 December 1998

    contains the following commencement provisions —

    16.—(1) This Act shall come into force on 1 January 1999.

    (2) Section 1 shall apply to financial years starting on 1 January 1999 or later.

    (3) The date on which sections 2 and 3 of this Act shall come into force shall be fixed by the Minister of Trade and Industry.14)

    17.—This Act shall not extend to the Faroe Islands and Greenland but sections 1-3 and 10-12 may by Royal Decree be extended to those parts of the Kingdom of Denmark subject to such modifications as circumstances peculiar to the Faroe Islands and Greenland may require.

    _ _ _

     

    Ministry of Trade and Industry, 7 May 2000

    PIA GJELLERUP

    / Ole Blöndal

     

     

     

    __________

    1. Section 39 (1): Shall be applicable from the date of the first annual general meeting at which a resolution is passed for the adoption of annual accounts falling within Act no. 308 of 16 May 1990. See section 6 (3).
    2. Section 3 (2) of Act no. 285 of 10 June 1981: The Bill was tabled on 29 January 1981. Executive Order no. 297 of 6 June 1988 by the Ministry of Industry made the Annual Accounts Act effective for these shipowners as from 1 August 1988.
    3. Section 2 (2) of Act no. 282 of 9 June 1982: Announced in the Law Gazette on 17 June 1982.
    4. Section 7 of Act no. 317 of 4 June 1986: Executive Order no. 317 of 18 May 1989 by the Ministry of Industry made the amendment concerning the Public Companies Act effective as from 1 June 1989.
    5. Section 5 of Act no. 318 of 4 June 1986: Executive Order no. 390 of 20 June 1986 by the Ministry of Industry made the amendment of section 21 (1) and (2) effective as at 1 July 1986.
    6. Section 6 (2) of Act no. 324 of 4 June 1986: Executive Order no. 724 of 22 October 1986 by the Ministry of Justice made the amendment effective as from 1 November 1986.
    7. Section 5 of Act no. 401 of 10 June 1987: Announced in the Law Gazette on 17 June 1987.
    8. Section 2 of Act no. 83 of 17 February 988: Announced in the Law Gazette on 26 February 1988.
    9. Section 4 of Act no. 886 of 21 December 1991: Announced in the Law Gazette on 23 December 1991.
    10. The transitional provision in Act no. 1060 of 23 December 1992 has been amended by section 3 of Act no. 122 of 18 February 1994, which has the following wording:
    11. Subsections (2) and (3) of section 4 are repealed and the following subsections shall be alternated for them:

      (2) Notwithstanding the first clause of the provision in section 11 (2) of the Public Companies Act, public companies for which the particulars of the company, with a capital which has not been fully paid up, have been delivered may be registered if the total share capital, which has been subscribed with binding effect and allotted, corresponds to the share capital stated in the articles of association and at least half, and totally not less than DKK 500,000 of the nominal value of the shares with the addition of any premium has been paid. Notwithstanding the provision in the first clause of section 6 (2) of the Private Companies Act (Anpartsselskabsloven), private companies for which the particulars of the company, with a share capital which has not been fully paid up, have been delivered not later than on 31 July 1993 may be registered if at least half of the subscribed capital stated in the articles of association, and totally not less than DKK 200,000 of the nominal value of the shares with the addition of any premium has been paid up.

      (3) Shares in public and private companies subscribed on the formation of a company, see subsection (2) above, shall be fully paid up not later than one year after the company has been registered, provided that this is not earlier than 1 June 1994. If no particulars have been delivered for registration by the expiry of this time limit to the effect that the share capital has been fully paid up, the Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) shall give the company an appropriate time limit for the rectification of the situation in accordance with the rules set out in subsection (6) below and with a notification to the effect that failing this the company shall be wound up, if required by order of the insolvency court.

      (4) Notwithstanding the provisions of the first clause of section 36 (2) of the Public Companies Act and the first clause of section 23 of the Private Companies Act, companies which have on or before 31 July 1993 delivered the particulars of an increase of their share capital which has not been fully paid up may have the particulars entered in the register if at least one quarter of the newly subscribed capital has been paid up and if any premium has been fully paid up.

      (5) Shares in public and private companies which have been subscribed in connection with an increase of the share capital, see subsection 4, shall be fully paid up not later than one year after the increase was registered, provided that this is not later than 1 June 1994. If no particulars has been delivered for registration within one month after the expiry of this time limit to the effect that the newly subscribed shares in a public or private company, respectively, have been fully paid up, the Commerce and Companies Agency shall give the company an appropriate time limit for the rectification of the situation in accordance with the rules set out in subsection (6) below. If the situation has not been rectified by the expiry of the time limit, the Commerce and Companies Agency shall be instrumental in registering that the share capital has been reduced by the shares which have not been fully paid up, and that the articles of association have been altered correspondingly. These shares are considered to have been cancelled at the time of the registration of the reduction.

      (6) If a shareholder does not in due time make a payment for which he is liable, such shareholder shall be under an obligation, in the absence of any provisions to the contrary, to pay interest on an annual basis on the amount due at the rate of interest set out by section 5 (1) and (2) of the Act on Interest in case of Late Payment etc. The company shall without undue delay take steps to collect the amount or shall with four weeks’ notice take steps to sell the share for the account of the shareholder in question with an obligation on the part of the transferee to make the missing payment including the interest incurred. If an interim certificate has been surrendered, the company may after the expiry of the aforesaid notice, demand such certificate back by interlocutory order in pursuance of section 609 of the Administration of Justice Act.

      The provisions of section 4 (2) and (4) shall be operative from 1 August 1993. The provisions of section 4 (3), (5) and (6) shall come into force on 1 March 1994.

    12. Act no. 442 of 1 June 1994: Announced in the Law Gazette on 2 June 1994.
    13. Paragraph 1) of section 3 relates to an alteration of the time limit for holding general meetings from six to five months in the first clause of section 69 (1) with effect in respect of companies whose accounting reference period ends on 31 December 1994 or thereafter.

    14. Act no. 1072 of 20 December 1995: Section 117, which relates to amendments to the Public Companies Act, became operative on 1 May 1996 by Executive Order no. 334 of 30 April 1996 by the Ministry of Trade and Industry.
    15. By section 130 (1) it is set out that this Act shall not be applicable to the Faroe Island and Greenland but that section 117 relating to the amendments to the Public Companies Act may by Royal Decree be made effective in respect of the Faroe Island and Greenland with the deviations that the special circumstances of such parts of the Kingdom of Denmark dictate.

    16. Section 16 (3) of Act No. 1056 of 23 December 1999: The amendment to the Public Companies Act was put into force by Executive Order No. 604 of 19 July 1999 issued by the Ministry of Trade and Industry.