Danish Act on Public and Private Limited Companies – Company Law
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.
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.
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).
The name of a limited liability company must not be capable of being misleading.
The address in Denmark at which the company may be contacted
Memorandum and Articles of Association
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
The articles of association of a limited liability company must include information on:
- the company’s name and any secondary name(s);
- the company’s object(s);
- the amount of the share capital and the number or nominal value of the shares;
- the rights attaching to the shares;
- the company’s governing bodies;
- notice of general meetings; and
- the company’s financial year.
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
- the bookkeeping and financial reporting procedures are satisfactory, having regard to the circumstances of the limited liability company;
- adequate risk management and internal control procedures have been established;
- the board of directors receives ongoing information as necessary about the limited liability company’s financial position;
- the executive board performs its duties properly and as directed by the board of directors; and that
- the financial resources of the limited liability company are adequate at all times, and that the company has sufficient liquidity to meet its current and future liabilities as they fall due. The limited liability company is therefore required to continuously assess its financial position and ensure that the existing capital resources are adequate.
As soon as possible after the formation of the company, the central governing body must set up a register of shareholders.
The shareholders’ rights to pass resolutions are exercised at the general meetings of the limited liability company.
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
Limited liability companies within the meaning of this Act must have a share capital to be denominated in Danish kroner or euro
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.
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.
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.