From the 23 May 2017 new rules regarding registration of firms real owners comes into force. Firms now have to register information concerning their real owners as well as the real owners' rights to the Danish Business Authority.
As a part of the implementation of the Danish Tax Haven Package and the fourth money laundering directive law number 262/2016 regarding imposition of a register for all real owners is being implemented. In order to increase the transparency of Danish firms, and to prohibit the firms from being used to tax fraud or other economic crime, firms now have to register their legal owners as well as their real owners at the Danish Business Authority.
The changes affect
Ændringerne omfatter IVS, ApS, A/S, P/S, K/S, I/S, fonde, finansielle virksomheder, virksomheder med begrænset ansvar (AMBA, FMBA, SMBA) og europæiske virksomhedsformer (SE, SCE og EØFG). Børsnoterede virksomheder, enkeltmandsvirksomheder, selvstændige offentlige virksomheder (SOV’er), medarbejderinvesteringsselskaber, personligt ejet mindre virksomheder (PMV’er) og filialer skal ikke registrere reelle ejere.
A real owner is defined as a physical person, that in the end directly or indirectly owns or controls a sufficient part of the shares or voting rights, or who practice control through other means, except from owners of companies, which shares is traded on a regulated market.
When a physical person owns or controls about 25% (or more) of the firm, it indicates that the person is the real owner. An agreed upon threshold limit has not yet be established, and it is not only the shares or voting rights, which determines whether a physical person is considered a real owner. If for instance a physical person owns 10 % of the share capital and owns the right to appoint members of the management, the physical person can be considered as a real owner.
Down below is the general changes regarding registration listed. However, the changes can vary for certain types of firms.
In general, most firms covered by the law, have to collect information regarding the firms real owners including the rights of the real owners. If real owners cannot be identified, the members of the executive board/ board of directors/daily management have to be registered instead. Foundations and associations are excluded from this rule.
When a firm notices that a physical person has become a real owner, or earlier information registered has changed, the firm has to register the new information at the Danish Business Authority as soon as possible.
The firms have to store the information concerning their real owners in 5 years, after the end of the real ownership, and the firms have to store information regarding attempt to identify the real owners 5 years after carrying through the attempt. Firms can be ordered to hand over the information to the Danish Public Prosecutor for Special Economic Crimes or other public authorities as a part of their execution of supervision and monitoring tasks.
The information regarding the firms' real owners has to be registered on the Danish Business Authority's website by 1 December 2017 at the latest. The Danish Business Authority is going to publish an instruction regarding how to register real owners on the 23 May 2017.