19 April 2016

Bill on registration of actual shareholders adopted

On 1 March 2016, a bill on registration of actual shareholders was adopted by the Danish Parliament. The adopted act will amend the Companies Act, the Act on Certain Commercial Undertaking, the Act on Commercial Foundations, etc. But the Act will not come into force just yet as a number of IT matters need to be solved.

The changes imply that companies and other legal persons must obtain, store and register information on their actual shareholders.

So far, there has been no rules concerning registration or storing of a company's or a legal person's actual shareholders. But since 15 December 2014, companies have had to register their legal shareholders in the Public Register of Major Shareholders.

Within the meaning of the bill, an actual shareholder means a physical person, who owns or controls, ultimately, directly or indirectly, a significant part of the shares or voting rights, or who exercise control by other means, except for shareholders in companies where the shares are traded on a regular market or a similar market subject to a duty of disclosure under EU law or similar international standards.

The adopted bill implies that companies (or other legal persons) must obtain information on the actual shareholders, including their rights. If there are no actual shareholders, or no actual shareholders can be identified, the registered member of the company's executive board (or the foundation's day-to-day management) must be registered as the actual shareholders with the Business Authority.

Further, the information must be registered with the Business Authority as soon as possible after the company (or the foundation) has become aware that a person has become or is no longer an actual shareholder.

Upon request, the company (or other businesses) must provide documentation on the actual shareholders, including the company's attempt to identify its actual shareholders, to the public authorities.

The amendment is to ensure that Denmark complies with international obligations (the 4th anti-money laundering directive) and to create increased transparency with regard to the ownership of Danish companies. Further, the amendment will strengthen the combat against money laundering and financing of terrorism and curb exploitation of corporate and tax legislation and tax evasion.

The Minister of Business and Growth will lay down the commencement date of the act. A six months' registration period is expected as was the case when the Public Register of Major Shareholders was established.

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