As from 15 December 2014, shareholders holding or controlling 5% or more of a Danish company must register in the Danish Business Authority’s public register of major shareholders (Ejerregistret).
On 15 December 2014, new registration rules will be introduced for all public limited companies (A/S), private limited companies (ApS), entrepreneurial companies (IVS) and limited partnership companies (P/S) having shareholders owning or controlling 5% or more of the Danish company.
The shareholders must be registered in the Danish Business Authority’s public register of major shareholders, which will become publicly accessible on 15 June 2015.
Duties of shareholders
Today, a shareholder must notify the company when
- the shareholder holds at least 5% of the votes or of the share capital of the company,
- the shareholder acquires or divests an amount of votes or share capital causing him to pass one of the thresholds of 5, 10, 15, 20, 25, 50 or 90% as well as a third or two thirds of the total capital or of the total number of votes.
Shareholders should be aware that one will also be considered a “holder” of shares if capital or voting rights accrue to a business in which one has a controlling influence.
One will also be considered a “holder” of shares if one has a pledge over shares – however, only if the voting rights have been assigned and one has declared an intention to exercise such rights.
Duties of the company
According to the new rules, companies (public limited companies (A/S), private limited companies (ApS), entrepreneurial companies (IVS) and limited partnership companies (P/S)) in future have a duty to register information received from the shareholders in the public register of major shareholders.
Companies incorporated before 15 December 2014 must submit the information to the register by 15 June 2015 at the latest. After 15 June 2015, updates to the register must be submitted “as quickly as possible” and no later than two weeks from the company’s receipt of notification from a shareholder having exceeded the mentioned thresholds.
Companies incorporated on 15 December 2014 or later must, as from their incorporation, observe the above rules. This means that the company must “as quickly as possible” and no later than two weeks after incorporation submit information about significant shareholdings to the public register of major shareholders. Future updates to the register must also be submitted “as quickly as possible” and no later than two weeks from the company’s receipt of notification from a shareholder having exceeded the mentioned thresholds.
The public register of major shareholders does not affect the obligation of companies to keep a register of shareholders listing all shareholders and their nominal ownership shares.
Information to be included
A shareholder’s notification to the company must include various information about the ownership and the shareholder, including civil registration number or Central Business Register number.
If the shareholder is a non-Danish person or undertaking, additional documentation (in the form of e.g. a passport or registration certificate) must be enclosed with the notification to the company.
The public register of major shareholders will become accessible to the public as from 15 June 2015. The registration obligations will apply until then, but the registered information is not publicly accessible.
Special new rules apply to persons and companies acquiring bearer shares in a public limited company that does not have shares listed for trading on a regulated market.
In future, they must submit the information themselves to the public register of major shareholders. This also applies even though they hold less than 5% of the share capital or of the votes.
The register of holders of bearer shares holding less than 5% of the share capital or of the votes will not become publicly accessible.
Failure to submit registrations
Failure to register may result in fines being imposed on the members of the company’s management.