The Danish Act on Private and Public Limited Companies is the legislation regarding company law within Denmark. You will find below the key extracts from the Danish Act on Private and Public Limited Companies along with the full act.
(1) Only public and private limited companies have the right and duty to use in their names the designations "aktieselskab"( public limited company) and "anpartsselskab" (private limited company) respectively, or the abbreviations "A/S" and "ApS" respectively.
(2) The name of a limited liability company must be clearly distinguishable from the names of other businesses registered with the Danish Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen).
(3) The name of a limited liability company must not be capable of being misleading.
(1) Limited liability companies within the meaning of this Act must have a share capital to be denominated in Danish kroner or euro
(2) Public limited companies must have a minimum share capital corresponding to DKK 500,000, and private limited companies must have a minimum share capital corresponding to DKK 80,000.
(3) The Commerce and Companies Agency may prescribe detailed rules governing the right to denominate the share capital in a currency other than Danish kroner or euro.
26 The memorandum of association must specify; the names, addresses and Central Business Register (CVR) numbers, if applicable, of the promoters of the limited liability company; the subscription price of the shares; the time limits for subscribing and paying for the shares; date formation takes legal effect
28 The articles of association of a limited liability company must include information on:
(1) All shares carry voting rights. However, the articles of association of a limited liability company may provide that certain shares carry no voting rights, and that the voting power of certain shares differs from that of the other shares.
(2) Non-voting shares only carry a right of representation if so provided by the articles of association.
47(1) Limited liability companies may issue par value shares or non-par value shares, or any combination of such shares.
In limited liability companies that have a board of directors, the board must, in addition to performing overall management duties and strategic management duties and ensuring proper organisation of the company's business, ensure that
As soon as possible after the formation of the company, the central governing body must set up a register of shareholders.
76(1) The shareholders’ rights to pass resolutions are exercised at the general meetings of the limited liability company.
(2) Shareholders can pass resolutions at a general meeting without complying with the requirements as to form and notice in this Act and the company’s articles of association, provided that all shareholders agree to do so
The bankruptcy court may order that a limited liability company that has been deleted from the register of active companies in the Commerce and Companies Agency’s IT system following liquidation or compulsory dissolution must be restored to the register if additional funds become available for distribution. The bankruptcy court may also order that the company be restored to the register if other circumstances provide grounds for restoration.