The public register of major shareholders ready for company registrations from 15 December

The Public Register of Major Shareholders is ready on 15 December 2014, provided that the Danish parliament adopts the amendments to the Danish Companies Act proposed according to the Danish Business Authority.

From 15 December 2014, Danish public limited companies, limited partnership companies, private limited companies and entrepreneurial companies are to register information on shareholders holding five percent or more of the Company's capital or voting rights in the Public Register of Major Shareholders. Shareholders acquiring bearer shares and holding in total less than five percent of the share capital or the voting rights in a company are to be registered in a non-public part of the Public Register of Major Shareholders.

Limited partnerships are not covered by the Public Register of Major Shareholders to begin with, which is being considered in connection with the Government's tax shelter package. In addition, partnerships, companies with limited liability, cooperative societies with limited liability or associations with limited liability are not covered either by the requirement for registration in the Public Register of Major Shareholders.

The purpose of the Public Register of Major Shareholders is to create transparency with regard to the ownership of Danish companies. The Public Register of Major Shareholders thus contributes to strengthening confidence in Danish companies. At the same time, the public authorities' investigation options in connection with financial crime are improved.

In general, it is the company's responsibility to report to the Public Register of Major Shareholders.

The Public Register of Major Shareholders does not replace the companies' register of shareholders. The individual company is thus still obligated to keep the general register of shareholders. On www.VIRK.dk the Danish Business Authority makes an online register of shareholders available, which companies are free to use.

WHO IS COVERED

Persons holding shares or voting rights of five percent or more in non-listed companies are to register their holdings in the Public Register of Major Shareholders. In addition, holdings of less than 5 percent of the shares and the voting rights based on bearer shares are also registered in the Public Register of Major Shareholders; however, such holdings of bearer shares of less than five percent are not published.

Pledgees are to be registered in the Public Register of Major Shareholders when they also control the voting right of the share on which they hold a pledge and intend to exercise it. However, the pledgee is only to be registered with the voting right and not with the pledged share.

Persons who are not shareholders or pledgeees but have influence in the company by other means are also to be registered in the Public Register of Major Shareholders. This applies to persons who have obtained control, by agreement, of no less than five percent of the voting rights but have not taken over the share. The person will then be registered with the voting rights without being registered with the shareholding.

WHICH INFORMATION IS INCLUDED

The Public Register of Major Shareholders is to include:
-Identification of relevant persons 
    -Name, address and civil reg. no. of Danish individuals 
    -Name, CVR no. and registered address of Danish companies/enterprises 
    -Clear identification equivalent to civil reg. no. or CVR no. of foreign individuals and legal entities (e.g. TIN)
-Date of acquisition
-The person's total holdings in the company, distributed on: 
    -Shares 
    -Voting rights. The information on shares and/or voting rights is stated in intervals and must therefore be updated each time a line is crossed between those intervals: 5, 10, 15, 20, 25, 50, 90, 100 %, and 1/3 and 2/3 of the company's total capital or voting rights.
 

WHO HAS ACCESS TO THE INFORMATION

The Public Register of Major Shareholders is open for registration on 15 December 2014 and the content will be accessible to the public on 15 June 2015.
The publication does not apply to bearer shares with a total share of less than five percent of the capital or the votes. These shares will appear from a special part of the Public Register of Major Shareholders, which is not accessible to the public. Such information may be disclosed to other public authorities on request and is necessary for the public authority's discharge of its supervisory or control duties.

WHEN IS IT IMPLEMENTED

For existing companies existing on 15 December 2014, the information on major shareholders must be registered in the Public Register of Major Shareholders before the register is open to the public on 15 June 2015. 14 June 2015 is thus the last date of registration.

New companies established on or after 15 December 2014 must make the relevant registrations within two weeks of the formation.

contacts

Jim Øksnebjerg

Partner

Kenneth Fischer-Damgaard

Attorney