Law On The Amendment Of The Danish Financial Statements Act (Raising Of The Thresholds For Accounting Classes And Change Of Auditor's Duties In Connection With The Management Report, Etc.)

Original Language Title: Lov om ændring af årsregnskabsloven(Forhøjelse af beløbsgrænser for regnskabsklasser og ændring af revisors pligter i forbindelse med ledelsesberetningen m.v.)

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Read the untranslated law here: https://www.retsinformation.dk/Forms/R0710.aspx?id=117640

Law on the amendment of the Danish financial statements Act 1)

(Increase in thresholds for accounting classes and change of Auditor's duties in connection with the management report, etc.)

WE, MARGRETHE the SECOND, by the grace of God Queen of Denmark, do indeed:

The Danish Parliament has adopted and we know Our consent confirmed the following law:

§ 1

In financial statements, see. lovbekendtgørelse nr. 647 of 15. June 2006, as amended by section 5 of law No. 108 of 7. February 2007, shall be amended as follows:

1. The footnote to the title of the Act is replaced by the following: ' 1) Act contains provisions that implement elements of Council directive 1977/91/EEC of 13. December 1976, as regards the formation of public limited liability companies and the maintenance and alteration of their capital (Official Journal 1977 nr. L 26, page 1), as amended most recently by Council directive 1992/101/EEC of 23 April 1990. November 1992 (Official Journal 1992 nr. L 347, page 64), parts of Council directive 1978/660/EEC of 25. July 1978 on the annual accounts of certain types of company (Official Journal 1978, nr. L 222, p. 11), as amended most recently by Council Directive 2006/99/EC of 20. November 2006 (Official Journal of the European Union 2006 nr. L 363, page 137), parts of Council directive 1978/855/EEC of 9. October 1978 on mergers of public limited liability companies (Official Journal 1978, nr. L 295, page 36), parts of Council directive 1982/891/EEC of 17. December 1982 concerning the Division of public limited liability companies (Official Journal 1982, nr. L 378, page 47), parts of Council directive 1983/349/EEC of 13. June 1983 on consolidated accounts, (Official Journal 1983 No. L 193, page 1), as last amended by Council Directive 2006/99/EC of 20. November 2006 (Official Journal of the European Union 2006 nr. L 363, page 137), parts of Council directive 1989/666/EEC of 21 December 1988. December 1989 concerning disclosure requirements in respect of branches established in a Member State by certain types of company falling under another State law (Official Journal 1989 nr. L 395, p. 36), parts of the European Parliament and of the Council Directive 2004/25/EC of 21. April 2004 on takeover bids (Official Journal of the European Union 2004 nr. L 142, page 12), parts of the European Parliament and of the Council Directive 2004/109/EC of 15. December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (Official Journal of the European Union 2004 nr. L 390, page 38) (transparency directive) and parts of the European Parliament and of the Council Directive 2006/43/EC of 17 May 2006. May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council directive 1978/660/EEC and repealing Council directive 1984/253/EEC (Official Journal of the European Union 2006 nr. L 157, page 87) '

2. section 4 (1) (8). 1 and 2, shall be replaced by the following: ' 1) A balance sheet total of 7 million. DKK,

2) a net turnover of 14 million. k-r and '

3. In article 7, paragraph 1, no. 4, the words ' the companies whose equity securities, debt instruments or other securities are admitted to listing or trading on a stock exchange, an authorised market place or a similarly regulated market (in this Act referred to as ' listed entities ') ' is replaced by: ' companies that have shares, debt instruments or other securities admitted to trading on a regulated market '.

4. section 7 (2), nr. 1 (a) and (b) shall be replaced by the following: ' (a)) A balance-sheet total at 36 million. DKK,

(b) a net turnover of € 72 million). k-r and '

5. section 7 (2), nr. 2 (a) and (b) shall be replaced by the following: ' (a)) A balance sheet total of 143 million. DKK,

(b) a net turnover of 286 million). k-r and '

6. section 9, paragraph 1, no. 2, is replaced by the following: ' 2) as to whether the financial statements and the consolidated financial statements give a true and fair view of the company's and the Group's assets and liabilities, financial position and profit or loss. '

7. In section 9 shall be inserted after paragraph 1 as new pieces: ' (2). In management's endorsement for companies that have securities admitted to trading on a regulated market in the EU/EEA country, and for governmental corporations management needs to declare whether the management report gives a true and fair statement of the development of the company and, if there are prepared consolidated financial statements, the Group's activities and financial situation, profit for the year and the company's financial position and financial position as a whole for the enterprises covered by the consolidated financial statements. Management must also declare whether the management report contains a description of the principal risks and uncertainties that the company and if there are prepared consolidated financial statements, the group is facing. In management's endorsement for these enterprises must name and role in relation to the company for individual members of the competent governing bodies shall be provided.

(3). The provision in paragraph 2 shall not apply to undertakings which only issue debt securities, which are admitted to trading on a regulated market in the EU/EEA country, and whose denomination per unit of at least EUR 50,000, or if the denomination per unit of at least EUR 50,000 corresponds to the date when the debt instruments issued in a currency other than the euro. '




Paragraphs 2 and 3 become paragraph 4 and 5.



8. In article 9, paragraph 2, there will be (4) and section 10 (a), the words ' annual report ': ' financial statements '.

9. In article 9, paragraph 3, which becomes paragraph 5, and article 14, paragraph 1 1. paragraph, the words ' a true and fair view ' to: ' a true and fair statement '.

10. section 11, paragraph 1 is replaced by the following: ' the annual accounts and the consolidated accounts must give a true and fair view of the company's and the Group's assets and liabilities, financial position and profit or loss. The management report shall contain an accurate statement of the facts as they relate. '

11. In article 11, paragraph 2, the words ' annual report ': ' financial statements, consolidated financial statements ' respectively.

12. In article 11, paragraph 3, 1. paragraph shall be added after ' (1) ': ' 1. pt., '.

13. Article 12, paragraph 1, is replaced by the following: ' to the financial statements and the consolidated financial statements give a true and fair view, and can to the management report may contain a true and fair statement, see. § 11, the rules laid down in paragraphs 2 and 3 are complied with. '

14. In article 15, paragraph 4, 2. paragraph, article 159, paragraph 1 1. and (3). section, and section 159 (a), paragraph 1 1. paragraph, the words ' listed entities ': ' companies that have securities admitted to trading on a regulated market in a EU/EEA-country '.

15. In section 18 shall be deleted in paragraph 1 1. paragraph, ' see. However, paragraph 2, ' and (2) are hereby repealed.

16. section 38, paragraph 5, shall be repealed.

17. In section 43 (a), paragraph 5, 1. paragraph, the words ' financial year ': ' total '.

18. section 43 (a), (5), 2. and (3). paragraphs, are hereby repealed.

19. In article 52, paragraph 2, the words ' annual report ' two spots for: ' financial statements '.

20. In article 53, paragraph 2, no. 1, shall be inserted after point (a) as a new subparagraph: ' (b)) For investment assets and biological assets measured at fair value under section 38, the conditions for the calculation method chosen must be reported. '




(B) and (c) becomes (c) and (d).



21. section 68 is repealed.

22. section 78 (1), (2). section, and section 102 (1), (2). paragraph is replaced by the following: ' When the annual accounts and consolidated accounts are revised, if any, is included in the annual audit report, etc., see. section 135 (1) and (5). '

23. In paragraph 83, 1. section, the term ' company ' for: ' large companies '.

24. section 90 shall be repealed.

25. The heading to § 94 is replaced by the following:

' Contingent liabilities ', etc.

26. Under section 94 is inserted before the heading ' income statement ':

» § 94 (a). The company must provide information about the events, which are not recognised in the balance sheet, including the use of enterprises or activities to a particular economic, legal, tax or accounting purposes, if disclosure thereof is necessary for assessing the company's financial position.

(2). The information referred to in paragraph 1 shall include the nature of and the business purpose with the arrangements. Large companies must also provide information about the risks and benefits associated with the events, and the financial effect thereof. '

27. section 96 (2), 2. paragraph is replaced by the following: ' Information must be specified in the fee for the statutory audit of the annual accounts, fees for other assurance services, tax advisory services and royalty fees for other services. '

28. In section 96 is inserted as paragraph 3: ' (3). A company may choose not to provide the information under paragraph 2, if the company's accounts by full consolidation is part of a consolidated financial statement, in which the information is given for the group as a whole, and the consolidated financial statements are drawn up by a parent undertaking governed by the law of an EU/EEA country. '

29. paragraph 98 (a) is replaced by the following: ' section 98 (a). The company must specify the average number of persons employed during the financial year.

(2). The company's personnel costs must be shown separately in wages, pensions and other social security costs, unless this appears from the profit and loss account.

(3). The corresponding information and amounts referred to in article 6. paragraphs 1 and 2, for the preceding financial year must be specified. '

30. section 98 c, paragraphs 1 and 2 shall be deleted and replaced by: ' the company must provide information about the transactions with related parties, see. (2) if the transaction is not entered into in relation to the tio ak normal market conditions. The information must include the amount of such transactions, the nature of the relationship to the related party and other information about the transactions necessary for an understanding of the company's financial position.


(2). Related parties are defined in accordance with the definition in the international accounting standard IAS 24, as adopted by the Commission in accordance with European Parliament and Council regulation on the application of international accounting standards, as well as subsequent changes to the definition, as adopted by the Commission in accordance with the said regulation.

(3). The information referred to in paragraph 1 need not be applied if the transactions are entered into between the company and one or more of the company's wholly-owned subsidiaries.

(4). Information about individual transactions ak tio ner after paragraph 1 can be grouped by their nature, except where separate information is necessary for an understanding of the effects of related party transactions for the company's financial position. '




Paragraph 3 becomes paragraph 5.



31. In article 102, paragraph 1 1. paragraph, the words ' without prejudice to article. (3) '.

32. In section 102 (1), (3). paragraph, shall be replaced by ' sections 79 to 101 ' is replaced by: ' § § 79-95, section 96 (1) and (2) §§ 97-101 ', and in 4.-6. paragraph shall be replaced by ' sections 79 to 101 ' four spots for:» § § 79-95, section 96 (1) and (2) and § § 97-101 '.

33. paragraph 102 (3) and (4) are repealed.

34. In paragraph 107 (a), paragraph 1 1. paragraph, the words ' listed ', and in paragraph 1 1. paragraph and paragraph 1, nr. 1, point (b), the words ' admitted to listing or trading on a stock exchange, an authorised market place or a similarly regulated market ' to: ' admitted to trading on a regulated market '.

35. Pursuant to section 107 (a) shall be inserted before the heading ' special rules for governmental corporations ':

» § 107 (b). An undertaking which has securities admitted to trading on a regulated market in the EU/EEA country, must include a statement of corporate governance, which includes the following:





1) Information as to whether the company is subject to a code of corporate governance, with reference to the code, the company is subject, where appropriate.

2) indication of where the in no. 1, the code is publicly available.

3) indicating which parts of the in no. 1 code the company departs from and the reasons therefor, if the company has decided to waive parts of the code.

4) Indication of the reasons why the company does not use the in no. 1 referred to code, if the company has decided not to apply the provisions of the code.

5) reference to any other codes of corporate governance that the company has decided to apply in addition to or in place of the in no. 1 code, or as the company voluntarily applies, with indication of corresponding information such as those of nr. 2 and 3.

6) Description of the main elements of the company's internal control and risk management systems in relation to the financial reporting process.

7) Description of the composition of the company's governing bodies and their committees and their function.





(2). An undertaking which are covered by paragraph 1, and the sole securities other than shares admitted to trading on a regulated market in the EU/EEA country can fail to provide in paragraph 1, no. 1-5 and 7, the information referred to, unless the undertaking has shares admitted to trading in a multilateral trading facility in an EU/EEA country. 1. paragraph does not apply to governmental corporations.

(3). The statement referred to in paragraph 1 shall be given in the context of the information referred to in section 107 (a) of the management report, see. However, paragraph 4.

(4). The Danish Commerce and companies agency may determine that the statement referred to in paragraph 1 are not to be included in the management report, if the management report contains a reference to the company's website where the statement is published. The Danish Commerce and companies Agency shall lay down detailed rules on this matter, including whether the company's update of the information contained on the website and Auditor's duties in relation to the information to be published on the website.

section 107 c. State joint-stock companies, which do not have any securities admitted to trading on a regulated market in the EU/EEA country, must include a statement of corporate governance, which includes the following:





1) Information as to whether the company uses a code of corporate governance, or, if not, how the company in fact relate to good corporate governance.

2) indication of where the in no. 1, the code is publicly available.

3) indicating which parts of the in no. 1 code of the company referred to derogate from, and an indication of the reasons therefor, if the company has decided to waive parts of the code.

4) indication of any other codes of corporate governance that the company has decided to apply in addition to the in no. 1 above code, specifying the same information as those of nr. 2 and 3.





(2). section 107 (b), paragraph 1, no. 6 and 7, shall apply mutatis mutandis for the State corporations, which do not have any securities admitted to trading on a regulated market in the EU/EEA country. Furthermore, section 107 (b), (4), apply to these companies.

(3). The State joint-stock company is a subsidiary, which does not have any securities admitted to trading on a regulated market in the EU/EEA country, the company may fail to provide in paragraph 1 and paragraph 2, 1. item particulars. "

36. In section 108 shall be replaced by ' corporations, if shares or bonds are admitted to listing on a stock exchange ' to: ' companies having securities admitted to trading on a regulated market in a EU/EEA-country '.

37. In article 109, paragraph 2 1. paragraph, the words ' (State joint-stock companies and listed companies) '.

38. In article 109, paragraph 2 2. paragraph, the words ' parent companies that are publicly traded companies ' to: ' parent companies that have securities admitted to trading on a regulated market in a EU/EEA-country '.

39. section 110 (1) (8). 1 and 2, shall be replaced by the following: ' 1) A balance-sheet total at 36 million. DKK,

2) a net turnover of 72 million. k-r and '

40. section 126 (1) (8). 1 and 2, shall be replaced by the following: ' 1) disclosure of contingent liabilities, etc., of the basic regulation. § § 64, 94 and 94 (a),

2 an indication of the related parties, etc.), see. section 71, paragraph 98 (a) and section 98 (c), paragraphs 1, 2 and 4.0 '

41. section 128, paragraph 2 shall be deleted and replaced by: ' (2). The provisions on the management report, see. § § 99-101, shall apply mutatis mutandis, without prejudice. However, paragraph 4. Is a parent undertaking subject to the rules in accounting class D, paragraph 107, section 107 (b), paragraph 1, no. 6, and (3) and (4) shall apply mutatis mutandis on the consolidated financial statements, see. However, paragraph 4. Information pursuant to section 99 (1), nr. 11, may be omitted.



(3). The first time a parent company which failed to submit consolidated financial statements in accordance with § § 110-112, presenting consolidated financial statements, the company may, notwithstanding article 101, paragraph 1, no. 2, not to show comparatives for 2.-4. previous financial year. '




Paragraph 3 becomes paragraph 4.



42. In paragraph 128, paragraph 3, which becomes paragraph 4, insert as 2. and (3). item:» Information pursuant to section 107 (b) of the parent company and pursuant to section 107 (b), paragraph 1, no. 6, for the group to be given together. 1. paragraph shall apply mutatis mutandis to governmental public limited-liability companies referred to in article 6. section 107 (c). '

43. The heading of title VII shall be replaced by the following:

» Interim reports for governmental corporations and companies that have securities admitted to trading on a regulated market in a EU/EEA-country '

44. The heading of Chapter 16 (a) is replaced by the following:

» Preparation of interim report for companies that have securities admitted to trading on a regulated market in a EU/EEA-country '

45. In paragraph 134 (a), paragraph 1 1. paragraph, the words ' listed companies, which are subject to the accounting class D, ' to: ' undertakings subject to the accounting class D which has securities admitted to trading on a regulated market in a EU/EEA-country '.

46. section 134 (a), paragraph 2 is replaced by the following: ' (2). There may also be provided for interim reports, prepared by the companies subject to the accounting class A, which has securities admitted to trading on a regulated market in a EU/EEA-country. '

47. In section 134 (a), paragraph 3, the words ' which are admitted to listing or trading on a stock exchange, an authorised market place or similar regulated markets ': ' there are admitted to trading on a regulated market '.

48. section 135, paragraph 1 1. paragraph is replaced by the following: ' a company that has an obligation to draw up annual report in accordance with the rules for accounting class B, C or D, must leave his own and, where appropriate, consolidated accounts audited by one or more statutory auditors, see However, 2. paragraph. '

49. In section 135 (1), (2). paragraph, the words ' annual report ': ' financial statements '.

50. In paragraph 135, paragraph 2, and in two places in section 164, paragraph 2 1. paragraph, the words ' annual report ': ' the annual accounts and the consolidated accounts '.

51. section 135, paragraph 5.1. paragraph, shall be repealed, and replaced by: ' audit obligation imposed in paragraph 1, 1st paragraph, does not include the management report and the complementary reports, as contained in the annual report referred to in article 6. section 2, paragraphs 1 and 2. The auditor must, however, give an opinion as to whether the information in the management report is in accordance with the annual accounts and the consolidated accounts. '

52. In paragraph 135, paragraph 6, 2. paragraph and paragraph 7, 2. paragraph, the words ' annual report ': ' financial statements ', and in paragraph. 6, 3. paragraph, the words ' annual reports ': ' financial statements '.

53. section 135 (a), paragraph 1 is replaced by the following:


» Only chartered or registered Auditors can review the financial statements and consolidated financial statements, which are subject to the audit requirement in article 135, paragraph 1 1. point, and give an opinion on the management report, see. section 135 (5), 2. the provision in paragraph 1. paragraph shall apply mutatis mutandis if an undertaking is exempted from the audit obligation under section 135 (1), (2). section, choose to let its financial statements review or choose to let the accountant do other work, which entails the submission of a statement to the annual report. '

54. section 137, paragraphs 1 to 3, shall be replaced by the following: ' companies, which are not obliged to apply the international accounting standards regulation. European Parliament and Council regulation on the application of international accounting standards, can voluntarily choose to draw up annual accounts or consolidated accounts in accordance with the standards referred to in annex IX. However, paragraph 2.

(2). Companies that have securities admitted to trading on a regulated market in the EU/EEA country, and which alone prepare financial statements, however, have a duty to apply the standards referred to in paragraph 1 of the financial statements.

(3). Enterprises, as referred to in paragraph 1 or 2 follows the standards referred to in paragraph 1, shall follow all accepted standards. Where the provisions of this law regulates the same ratio as the standards, these companies use standards instead of the provisions of the Act. '

55. In paragraph 138, paragraph 2 1. paragraph shall be added after ' section 135 (1): ' and ' 5 '.

56. section 141 (2), (3). paragraph is replaced by the following: ' the annual accounts and consolidated accounts (if any) contained in the in 1. paragraph referred to annual reports, and in the 2. paragraph mentioned the opening balance should be revised, if the company is subject to the duty of the Auditors of the basic regulation. section 135 (1), 1. paragraph. '

57. section 141 (2) 4. paragraph, the words ' § 9, paragraph 2.0 ' to: ' section 9 (4) '.

58. The heading to § 148 (a) is replaced by the following:

» Submission of interim report for companies that have securities admitted to trading on a regulated market in a EU/EEA-country '

59. In § 148 (a), 1. paragraph, the words ' the listed companies ' interim reports ': ' half-yearly reports for companies that have securities admitted to trading on a regulated market in a EU/EEA-country '.

60. In paragraph 156, paragraph 3, 1. paragraph, the words ' listed company ' to: ' establishment, which has securities admitted to trading on a regulated market in a EU/EEA-country '.

61. section 157, paragraphs 2 to 4 shall be deleted and replaced by:

' (2). The Danish Commerce and companies agency may set rules about what languages companies that have securities admitted to trading on a regulated market in the EU/EEA country must submit annual reports and interim reports as well as other documents covered by this law, for the Danish Commerce and companies Agency. '




Paragraph 5 becomes paragraph 3.



62. The title of section 159 (a) is replaced by the following:

» Fund Council control with annual reports annual and interim reports for companies that have securities admitted to trading on a regulated market in a EU/EEA-country '

63. In paragraph 159 (a), paragraph 2, the words ', which is carried out at the premises of listed companies subject to the accounting class D, ' to: ' carried out by establishments covered by accounting class D which has securities admitted to trading on a regulated market in a EU/EEA-country '.

64. paragraph 159 (a), paragraph 3 is replaced by the following:

' (3). The Fund Council's control also includes annual reports and interim reports prepared by the companies subject to the accounting class A, which has securities admitted to trading on a regulated market in the EU/EEA country, when the annual report or interim financial report is not exclusively used for the company's own use, see. § 3, paragraph 2. ';

65. paragraph 159 (a), paragraph 6, shall be repealed, and replaced by: ' (6). If an undertaking which has securities admitted to trading on a regulated market in the EU/EEA country, does not comply with its obligations under this law, may Fund the Council give the firm ordered to change the relationship, including the injunction to publish revised or additional information. It is considered appropriate, the Danish securities Council even publish the relevant information or publish the injunction. The Danish securities Council can also suspend or delete the affected securities from the admission to trading on a regulated market in this country. Failure by the company to comply with an injunction after 1. paragraph, the undertaking's administrative, managerial or similar competent body of the Danish securities Council as coercive remedy imposed on daily or weekly periodic penalty payments.

(7). Coercive fines, which accrue to the Exchequer, can be recovered by arrears collection authority by Lien in order and by deduction of wages, etc. in accordance with the rules for the collection of personal taxes in kildeskatteloven.

(8). Arrears collection authority may cancel the requirement under paragraph 6 in accordance with the rules in Recovery Act. '

66. In paragraph 164, paragraph 1 1. paragraph, the words ' section 137 (1) and 3.0 ' to: ' section 137 (2) and (3) '.

67. In paragraph 164 (1), (2). paragraph, the words ' section 137, paragraph 2.0 ' to: ' section 137 (1) '.

68. In article 164, paragraph 6, the words ' meats ', to: ' injunction '.

69. In annex 1, A, lifted No. 4.




No. 5-7 is then no. 4-6.



70. In annex 2, 1. Schema for the balance in the account form (accounting class B, C and D), LIABILITIES, EQUITY, IV. Other reserves, deletion No. 3 and 4.




No. 5-7 is then no. 3-5.



71. In annex 2, 2. Schema for balance in the reporting form (accounting class B, C and D), EQUITY, IV. Other reserves, deletion No. 3 and 4.




No. 5-7 is then no. 3-5.



§ 2

(1). The law shall enter into force on the 1. September 2008 and has effect for the fiscal year that begins on 1 January. September 2008 or later, see. However, paragraphs 2 and 3.

(2). Notwithstanding paragraph 1, companies in the preparation of the annual report use this law requirements for a fiscal year that started before 1 January 2002. September 2008, except for the changes in § 1, nr. 22, 48-53, 55 and 56.

(3). § 1, nr. 54, 66 and 67, shall enter into force on the 1. January 2009.

§ 3

The law does not apply to the Faroe Islands and Greenland but may by Royal Decree in whole or in part be put into force for Greenland of the variances, as the special Greenlandic conditions warrant.
Given at Christiansborg Palace, on 17 March. June 2008 MARGRETHE r./Bendt Bendtsen Official notes 1) Act contains provisions that implement elements of Council Directive 2006/43/EC of 17 May 2006. May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and repealing Council Directive 84/253/EEC (Official Journal of the European Union 2006 nr. L 157, page 87) and parts of the European Parliament and Council Directive 2006/46/EC of 14. June 2006 amending Council Directives 78/660/EEC on the annual accounts of certain types of companies, 83/349/EEC on consolidated accounts, etc. (Official Journal of the European Union 2006 nr. L 224, page 1).