The Public Register of Shareholders is ready for registrations
The Danish Business Authority has announced that the Public Register of Shareholders is now open and ready for registrations of ownership of companies as of 15 December 2014.
Entry into force of the Public Register of Shareholders
The Danish Business Authority has announced that the Public Register of Shareholders enters into force on 15 December 2014. This means that it is possible to register ownership of existing companies with the Danish Business Authority with immediate effect.
The purpose of the Public Register of Shareholders is to create more openness and transparency about the ownership of Danish companies for the purpose of discouraging money laundering, creating more confidence in the companies and improving the public authorities' investigative tools in connection with white-collar crime.
The implementation of the Public Register of Shareholders takes place by the entry into force of a new statutory instrument which also lets parts of section 58 of the Danish Companies Act enter into force. At the same time a new statutory instrument on registration and disclosure of information about shareholders in limited liability companies in the Danish Business Authority has been passed. Both statutory instruments entered partly into force on 15 December 2014.
As written in our most recent newsletter on this subject of November 2014, the immediate entry into force of parts of the Public Register of Shareholders means that an interim arrangement is initiated which runs until the Public Register of Shareholders' complete entry into force on 15 June 2015 on which date the register will be open to the public.
Implications of the entry into force of the Public Register of Shareholders
In general the entry into force of the Public Register of Shareholders implies that in future it will be mandatory for public and private limited companies, entrepreneurial companies and limited partnership companies to have significant shareholdings and voting rights registered and made public in the IT system of the Danish Business Authority. The duty of registration also includes changes to registrations already made if the change means that the relevant registration limits for significant shareholdings have been reached or are no longer reached.
In addition, any shareholder holding bearer shares representing less than 5% in total of the share capital or of the votes in unlisted public limited companies or limited partnership companies is under an obligation to register the number of bearer shares in a particular part of the Public Register of Shareholders (the Bearer Register) that is not open to the public.
We also refer to our most recent newsletter on this subject of November 2014 in which we explain the obligation to have information registered in the Public Register of Shareholders.
The interim arrangement runs from 15 December 2014 and until 15 June 2015 on which date the Public Register of Shareholders will be open to the public. During the interim arrangement companies founded before 15 December 2014 must register registrable information no later than on 15 June 2015. In general this means that existing companies have six months to make the compulsory registrations.
If there are changes to the registrable information during the interim arrangement, such information must be registered with the Danish Business Authority no later than two weeks after the company's receipt of the information in question or no later than two weeks after the transfer of the shares in case of bearer shares. This applies irrespective of when the company was founded. This also means that companies founded on 15 December 2014 or later must register the relevant information no later than two weeks after the foundation.
It is noted that any failure to comply with the duty of registration is punishable by a fine.
Statutory instrument on registration and disclosure of information about shareholders in limited liability companies with the Danish Business Authority
In addition to the establishment of the detailed rules applying to the duty of registration in the Public Register of Shareholders and its entry into force the statutory instrument on registration and disclosure of information about shareholders in limited liability companies with the Danish Business Authority also contains certain provisions about registration by using the Danish Business Authority's self-service solution on www.virk.dk and the liability for registrations made in this manner.
It follows from the statutory instrument that registrations made by using the Danish Business Authority's self-service solution must be made on www.virk.dk and in accordance with what follows from the self-service system.
Registration of registrable information must generally be made by using the secure login NemID or a digital signature unless the Danish Business Authority stipulates otherwise. Registration may also be made by authorising a person to make the registration on behalf of the company. When the registration has been made, a confirmation of the registration will be sent to the person who has made the registration and the shareholder. Finally the company in question will also be notified of the registration of significant shareholdings.
In relation to registration of registrable information the person making the registration warrants that the registration has been legally made. If the Danish Business Authority has reason to believe that misuse has taken place or will take place of the right to registration, the Danish Business Authority is authorised to bar a user from the self-service solution.
Plesner recommends that the required registrations are made as soon as possible after the introduction of the Public Register of Shareholders and that clients contact Plesner to get help to make the registrations as quickly as possible.
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