Funds, foundations and self-governing institutions


our experience and expertise

Foreign enterprises wishing to cooperate with, acquire or merge with Danish foundation-owned enterprises are often taken aback by the special rules applicable to Danish foundations (also seen referred to as funds or self-governing institutions).

In Denmark, a foundation is considered a separate legal entity which has no owner and no beneficial owners like in UK trusts. Danish foundations must have an object set out in the bylaws. The board of directors of the foundation, which has to be independent of the founder, must comply with the bylaws, including the object of the foundation; the object is very difficult - if not impossible - to change, unless it can no longer be achieved. Both changes to the object and extraordinary transactions on behalf of a foundation that may entail a risk of violation of the bylaws must be approved by a public supervisory authority.

It is therefore important to understand the Danish rules governing foundations and foundation-owned enterprises and to team up with a legal adviser like Horten with in-depth expertise in foundation law.

Our experience is based on many years' representation of commercial foundations, family foundations, charitable foundations and self-governing institutions and advice on the organisation and structuring of activities in which foundations may be applied with advantage. Our experience is also based on previous employment with the Danish Commerce and Companies Agency (now the Danish Business Authority) as the registration and foundation authority for commercial foundations as well as extensive participation in boards of directors of foundations.

Our expertise embraces all aspects of foundation law and foundations whether established on a private or public law basis, e.g. with a view to owning large or small enterprises or handling assignments based on separate agreements with public authorities.

We have considerable experience within the special areas which are subject to supervision by the foundation authorities and frequently require a sometimes intensive dialogue with the foundation authorities. This applies both to the supervision under current foundation legislation which is carried out by the Danish Business Authority and the Department of Civil Affairs under current foundation legislation and to the supervision carried out by other authorities under other regulations.

Due to our wide experience in foundation law and company law, we have frequently acted as a legal investigator of transactions in foundations and foundation-owned enterprises to establish whether claims for damages could be raised against third parties, including previous members of boards of directors and/or executive boards. 

Our experience includes e.g.

  • Establishment, including drafting of statutes/bylaws in the light of the foundation's expected activities 
  • Composition of boards of directors in the light of the various interests involved
  • Amendments to statutes/bylaws, including provisions on capital structure and asset management, distributions, appointment of boards of directors and majority requirements
  • The work of the board of directors of the foundation, including questions as to directors' liability
  • Litigation concerning directors' liability
  • Defining public authorities' possibilities of cooperating with/establishing self-governing institutions
  • Establishment of fund structures in investment companies established in connection with receipt of grants from the EU Regional funds.
  • Drafting of distribution policies
  • Change of ownership in foundation-owned enterprises, including full or partial sale or admission of new co-owners
  • Questions of interpretation and compliance relating to foundation legislation and the special rules applicable to implementation of extraordinary transactions
  • Transactions with regard to foundation assets, including in relation to the rules on capital investments, loans and security
  • The interaction between the board and the foundation auditor
  • Handling of contact with supervisory authorities
  • Foundation and fund management
  • Mergers, demergers and dissolution of foundations.

news

New partner at Horten

15 August 2017

Horten Law Firm has admitted Christian Gregersen as equity partner.

Merger control: When to notify mergers and acquisition to national competition authorities

10 May 2017

In mergers and acquisitions, it is always relevant to consider, if the transaction is subject to merger control – on either a national or an EU level. Transactions that are subject to merger control must be notified and approved, before they are implemented.

Horten advances in new Chambers and Legal 500 rankings

19 April 2017

In 2017, the leading international ranking agencies, Legal 500 and Chambers, are once again ranking Horten among the best law firms in Denmark.

Global Leaders in Law appoints Horten as exclusive partner for Denmark

10 January 2017

Global Leaders in Law, the leading global general counsel forum based in London, and Horten has announced partnership. Appointed as a global bronze partner, Horten will sponsor the activities of Global Leaders in Law in 2017.

Bill on registration of actual shareholders adopted

19 April 2016

On 1 March 2016, a bill on registration of actual shareholders was adopted by the Danish Parliament. The act will, among others, amend the Companies Act.

Horten Corporate Day 2016 - Danish companies at the forefront

18 March 2016

At Horten's Corporate Day 2016 on 16 March, Danish and foreign executives and experts gave their views on the trends and opportunities of the Danish business sector. Horten will repeat the success next year with Horten Corporate Day 2017.

Public-private investments in Greenland

9 March 2016

On 26 February 2016, Horten and Nuna Law Firm hosted a conference with focus on public-private investments in Greenland.