The Danish Bill on abolition of bearer shares etc has been passed
28 May 2015
In order to implement some of the initiatives of the "tax haven package" in the business sector the Danish Parliament passed Bill No L 172 on 26 May 2015 to amend the Danish Companies Act, the Danish Consolidated Act on Certain Commercial Undertakings, the Danish Act on Measures to Prevent Money Laundering and Financing of Terrorism and the Danish Tax Control Act. The Bill was passed as introduced.
As written in our most recent newsletter about the Bill from March 2015 the reason for the Bill is a political agreement on a concerted effort against tax havens in the business sector that was made on 19 December 2014.
The Bill will enter into force on 1 July 2015 with the following contents:
- It will no longer be possible to issue bearer shares, but there will be a transitional rule according to which companies that have authorised their boards of directors under section 155(1) and (2) of the Danish Companies Act to increase the share capital by issuing new bearer shares may still exercise this authority until 1 July 2016. In practice the transitional rule will particularly be important to listed companies that often have incorporated such authorisations into their Articles of Association. For example, such companies must amend their Articles of Association at their next Annual General Meeting before 1 July 2016 to make them comply with the Bill.
- Existing bearer shares may continue to exist.
- The obligation to register shares with the Danish Public Register of Shareholders will be extended to also include holders of unlisted bearer shares in companies that have shares admitted for trading on a regulated market.
- Any sanctions directed at shareholders that have failed to register their shares with the Danish Public Register of Shareholders despite being under an obligation to do so will be extended. A shareholder under an obligation to make the registration will consequently both lose its administrative and financial powers if it fails to make the registration.
- Finally, the Bill creates the statutory authority for the Danish Minister for Business and Growth to introduce rules that limited partnerships and other types of companies governed by the Danish Consolidated Act on Certain Commercial Undertakings are to become subject to the rules on registration with the Danish Public Register of Shareholders.
Click here to read the Bill as passed (in Danish).
Please do not hesitate to contact Plesner if you require any advice on the application and the significance of the new rules laid down in the Danish Companies Act. Please contact Jacob Christensen, Shaina Jabbar, Søren Toft Bjerreskov, Nicholas William Boe Stenderup, Morten Vibe Jespersen or Janus Grove Jeppesen.