The Danish Public Shareholders' Register was launched on 15 December 2014
As of 15 December 2014, Danish companies are required to register interests of 5 per cent or more in a Danish company in the new Public Shareholders' Register. It is for the company to perform such registrations, which makes the new rules relevant for foreign companies operating in Denmark, i.e. companies with subsidiaries in Denmark.
The new Danish Public Shareholders' Register is intended to ensure greater transparency of ownership interests in Danish companies and counter money-laundering activities. In addition, the Danish Public Shareholders' Register serves to promote reliance in Danish companies and make it easier for the authorities to investigate economic crimes.
How the new Public Shareholders' Register impacts your business
Ownership of 5 per cent or more
While the Danish Public Shareholders' Register is a register of substantial ownership interests and substantial voting rights; it is not a reproduction of the company's shareholders' register. The registration requirement is as a main rule limited to information on shareholders holding an ownership interest of 5 per cent or more in a Danish public limited company (A/S), a private limited company (ApS), a limited partnership company (P/S) or an entrepreneurial company (IVS). The registration requirement pertains to the shareholder's ownership interests - expressed in interval, i.e. if a shareholder owns 9 per cent of the share capital, it must be registered that the shareholder has crossed the 5-per-cent threshold. There is no requirement for disclosure of the exact percentage (9 per cent).
Crossing 5, 10, 20, 25, 50, 90, 100 per cent 1/3 and 2/3 of the company's total share capital or voting rights thresholds
In addition to the registration requirement relating to the 5 per cent threshold, registrations are additionally required, when the above mentioned thresholds are reached or no longer is reached.
Furthermore, shareholders holding bearer shares in Danish public limited companies (A/S) or limited partnership companies (P/S), even where such shares represent less than 5 per cent of the ownership interest in such company, must register such ownership in a non-public section of the Public Shareholders' Register. Any subsequent changes in ownership increasing the ownership to more than 5 per cent or affection the other thresholds sets-off the general registration requirement in the Danish Public Shareholders' Register. The registration requirement for the non-public section of the Public Shareholders' Register pertains to the shareholder and not the company in question, which on the other hand is responsible for registrations for the public part of the Danish Public Shareholders' Register. However, please note that bearer shares in listed companies are exempt from the registration requirement in the non-public Shareholders Registry.
A chargeholder of more than 5 per cent of shares or with an ownership interest affecting any of the other thresholds must also be registered in the Danish Public Shareholders' Register as a charge holder. This is however only the case, if the charge holder has also assumed the voting rights attaching to the shares, which is rarely the case. The chargeholder's voting interest shall in this connection be calculated as the accumulated voting interest, combined between multiple owners, provided the combined accumulated interest is above 5 per cent.
Other means of control
When calculating the 5 per cent ownership/voting interest or the other thresholds, votes controlled by way of an agreement or other means must be included.
If a shareholder in addition to his shares in the relevant company, also holds a controlling interest in another company which is also a shareholder in the relevant company, such controlling interest must also be included in the calculation of the votes controlled by the shareholder. This only applies in a situation where one shareholder has directly and an indirectly owned shareholding and thus not in a vertical string of companies where each company is owned 100 % by the direct parent.
What your business should take special notice of
The Public Shareholders' Register is based on registrations made by the company. Thus, it is the company's obligation to fulfil the registration requirement. The Danish Business Authority does not verify the correctness of the registrations made, but the person making the registering is liable for the correctness of the registrations made.
The company must register any changes in ownership in the Public Shareholders' Register no later than 14 days after receipt of a notification of the change in ownership.
Shareholders who/which are not Danish citizens/registered companies must be registered with an identification number, e.g. a Tax Identification Number.
Registrations are made at www.virk.dk. Kromann Reumert can carry out registrations on behalf of our clients.
Failure to register will be punishable by a fine
Failure to register will be punishable by a fine. Nevertheless, it is important to note that registration in the Public Shareholders' Register is not an act of perfection, therefore failure to register will not affect title to the shares.
Danish companies incorporated before 15 December 2014 are allowed a period of six months to register their already existing ownership data in the new Public Shareholders' Register. However, it is important to note that any changes to the ownership of such companies occurring on or after 15 December 2014 must be registered no later than 14 days after the changes were effective. Further, companies incorporated on or after 15 December 2014 must register their ownership data no later than 14 days after incorporation.
The Danish Business Authority can keep the shareholders' register online
Notwithstanding the introduction of the Danish Public Shareholders' Register, all Danish companies will still be required to keep a shareholders' register. This register is the company's own record listing of all of its shareholders and charge holders. While there is no requirement that such register is open to the general public, it must be available to public authorities (e.g. the Danish Customs and Tax Administration) for inspection.
The company may either choose to keep the shareholders' register itself, to use the services of a professional supplier, or to use the Danish Business Authority's on-line Shareholders' Register from which selected data can be transferred automatically to the new Public Shareholders' Register. It must be emphasized that a company's shareholders' register and the Public Shareholders' Register are two different systems to be kept and maintained separately.