Ordinance On Notification, Registration Fee And Publication Etc. In The Danish Commerce And Companies Agency (Notification Notice) Reprinted Definitive Series

Original Language Title: Bekendtgørelse om anmeldelse, registrering, gebyr samt offentliggørelse m.v. i Erhvervs- og Selskabsstyrelsen (Anmeldelsesbekendtgørelsen) Omtryk

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Overview (table of contents) the scope of Chapter 2 Chapter 1 common provisions on registration and publicity Chapter 3 Registration of capital companies and companies that are under the supervision of the financial supervisory authority, or where the company can only be exercised with the consent of the Danish financial supervisory authority Chapter 4 Registration of businesses covered by the Act on certain operators companies Chapter 5 Registration of traders funds Chapter 6 records of European economic interest groupings, etc.
Chapter 7 Registration of European companies (SES), etc.
Chapter 8 Review on European cooperative societies (SCEs), etc.
Chapter 9 Review for registration pursuant to tax legislation Chapter 13 Chapter 14 Chapter 15 Penalty appeal entry into force, etc.
Annex 1 Annex 2 Annex 3 The full text of the Ordinance on notification, registration fee and publication etc. in the Danish Commerce and companies Agency (Notification notice) pursuant to sections 8 and 9 and § 10 (2) of law No. 571 of the 6. June 2007 on the procedure for the notification, etc., of certain information from the Danish Commerce and companies Agency, article 12, paragraph 2, section 13, paragraphs 1-2, section 350, 367, (2) and (4) of law No. 470 of 12. June 2009 on public limited companies and private limited companies (companies Act), section 2, paragraph 3 3. paragraph, article 12, paragraph 2 2. paragraph, section 13, paragraph 2, article 14, paragraph 1, and article 23, paragraph 2, of the Act on certain traders businesses, see. lovbekendtgørelse nr. 651 of 15. June 2006, as amended by section 2 of Act No. 516 of 12. June 2009, article 56, paragraph 3, article 60, paragraph 2-5, article 61, paragraph 3, and section 63, paragraph 6, of the law on foundations, see operators. lovbekendtgørelse nr. 652 of 15. June 2006, as amended by section 5 of law No. 516 of 12. June 2009, section 156 (1) of the Danish financial statements Act, see. lovbekendtgørelse nr. 395 of 25. May 2009, article 15, paragraph 4, article 23, paragraph 1, and section 336, paragraph 2, of the law on financial business, see. lovbekendtgørelse nr. 793 of 20. August 2009, as amended by section 8 of Act No. 516 of 12. June 2009, section 68 of the Act on the supervision of company pension funds, without prejudice. lovbekendtgørelse nr. 1561 by 19. December 2007, as amended by section 11 of Act No. 516 of 12. June 2009, § 8, paragraph 3, article 110 l, § 113 und § 114 (f) of the Act on investment associations and special associations and other collective investment schemes, etc., see. lovbekendtgørelse nr. 807 of 21. August 2009, as amended by § 10 of lov nr. 516 of 12. June 2009, § 1 of the law on the administration of the European Economic Community regulations on the establishment of a European economic interest grouping, see. lovbekendtgørelse nr. 281 of 17. April 19971), section 17, paragraph 2, of the law on the European company, see. lovbekendtgørelse nr. 654 of 15. June 20062), section 14 (2) and section 15, paragraph 2, of law No. 454 of 22. May 2006 on a European cooperative society, as amended by section 7 of the Act No. 516 of 12. June 20093), section 6 of the law No. 485 of 1. July 1998 of the independent public company DSB and about DSB S-tog a/s, and § 16 of the lov om Energinet.dk, jf. lovbekendtgørelse nr. 224 of 16. March 2009, as amended by section 15 of Act No. 516 of 12. June 2009, fixed: Chapter 1 scope § 1. The notice applies to the following companies, which by law must be reported to the registration in the Danish Commerce and companies Agency: 1) capital companies: (a)) public limited liability companies.
(b)) private limited companies.
(c)) Partner companies (limited partnerships with).
2) companies, which are under the supervision of the financial supervisory authority, or where the company can only be exercised with the consent of the Danish financial supervisory authority, and which are not corporations, but which must be registered in accordance with the rules on public limited liability companies: a) savings and cooperative banks as well as associations of cooperative banks.
b) mutual funds, special funds, hedge funds and fåmandsforeninger, which are approved by the Danish financial supervisory authority.
c) lateral pension funds.
d) Mutual insurance companies, other than those covered by section 301 of the financial business Act.
e) company pension funds.
f) Sparevirksomheder.
3) undertakings which are covered by the Act on certain operators companies.
4) trader funds.
5) European economic interest groups.
6) SCEs.
7) SES.
8) DSB.
9) Energinet.dk.
10) Professional associations, see. § 110 (l) of the Act on investment associations and special associations and other collective investment schemes, etc.
11) companies, which must be registered in the Danish Commerce and companies Agency in accordance with tax legislation.
Chapter 2 common provisions for the registration and disclosure Registration, etc. via self-registration system Webreg § 2. A stock or a limited liability company, a company that is liable in accordance with the Act on certain registry operator companies, a trader, a fund company which are reportable after notice of company registration in a number of tax laws or a person who is authorised by the company or the company, can access to perform the registration, notification or publication in the Danish Commerce and companies agency it system via self-registration system Webreg without prejudice to article. This order §§ 3 and 4, if the firm or that: 1) is accepted by the Danish Commerce and companies agency which uses, and 2) has signed an agreement with the Danish Commerce and companies Agency, which regulates the procedure for the use of Webreg, or 3) using a digital signature, which is accepted by the Danish Commerce and companies Agency.
§ 3. Foundations and changes in already registered may be registered via Webreg, in so far as the Danish Commerce and companies Agency has developed an it system to handle that type of registration via Webreg.
(2). SE and SCE, as well as the public limited liability companies and limited liability companies, which are under the supervision of the financial supervisory authority, or where the company can only be exercised with the consent of the Danish financial supervisory authority, cannot use Webreg to register of foundations and changes in already registered relationships.
§ 4. Publication of notices via Webreg might happen to the extent that the Agency has developed an it system to handle that type of messages via Webreg.
(2). Notice convening the general meeting of joint-stock companies whose shares are denominated in the unit-holder, must be done via Webreg, see. the Danish companies act § 95 (3), 2. PT.
(3). Public limited companies and private limited companies, which are under the supervision of the financial supervisory authority, or where the company can only be exercised with the consent of the Danish financial supervisory authority may use Webreg to submission of messages to the disclosure, including the submission of the request to the general Assembly in the companies, whose shares are denominated in the unit-holder.
(4). Disclosure of company information in languages other than Danish, see. the Danish companies Act section 13, paragraph 2, must be done via Webreg.
§ 5. Registration, reporting, or disclosure via Webreg, see. sections 3 and 4 shall be carried out in accordance with what emerges from the Webreg system.
(2). Upon registration, reporting, or disclosure via Webreg is used the user's digital signature, unless the Danish Commerce and companies Agency decides otherwise.
(3). If the Agency has reasonable grounds to suspect that there has been or will be the abuse of access to registration, reporting, or disclosure via Webreg is Agency entitled to with immediate effect to close user's access to it.
Submission of notification to registration section 6. Where the reviewer not even responsible for the registration in the Danish Commerce and companies agency it system via Webreg, review of undertakings made at the Danish Commerce and companies agency notification forms.
(2). The documentation to be submitted with the notification, may be submitted electronically.
(3). Contains a registration form changes in several pending conditions can registration be done collectively or separately for each relationship.
Responsibility for registration, etc. via Webreg respectively the submitted review section 7. The Company authorizes the notifier to act as clerk on the company's behalf in relation to the Danish Commerce and companies Agency and to make the registration in Webreg or to sign the notification.
§ 8. A Notifier detects a relationship in Webreg or submit notification thereof to registration in the Danish Commerce and companies agency it system, warrants that the registration or the notification is legally carried out, including the existence of an appropriate power of Attorney, and that the documentation in connection with the reporting, registration or notification are valid, see. the Danish companies Act, section 15, paragraph 2.
(2). Agency may require the submission of evidence that the registration via Webreg or notification is legally made, see. § 2 of the law on the procedure for the notification, etc., of certain information from the Danish Commerce and companies Agency, section 17 of the companies Act, section 15 c of the Act on certain traders enterprises and § 5 (2), article 57, paragraph 3, and section 60, paragraph 4, of the law on trader funds.
(3). Paragraphs 1 and 2 shall apply correspondingly upon publication of messages via Webreg, see. section 4 of this order.
Language requirements § 9. The information, which is registered in the Danish Commerce and companies agency it system must be in Danish.
(2). The documents, in accordance with the law must be associated with a registration via Webreg or annexed to the notification submitted for registration must be in Danish, Norwegian or Swedish, see. However, paragraphs 3-5.

(3). For capital companies should the documents listed in annex 1 to be in Danish, Norwegian or Swedish. Other documents are attached to a registration via Webreg or annexed to the notification submitted for registration, may be in English.
(4). For branches of foreign capital firms may the documents to be submitted to the Danish Commerce and companies Agency, be in Danish, Norwegian, Swedish or English. The company's purpose and drawing rule must, however, be at Danish for the purpose of registration.
(5). Agency may require a certified translation into Danish of all documents which you attach to the via Webreg or submitted to the Agency, without prejudice to article. paragraphs 2 to 4.
Registration certificate, etc.
§ 10. Every company is assigned a registration number. The date of registration shall be entered in the register.
(2). When registration is made, be sent confirmation of registration and transcript of the recorded information.
(3). For fee-plated registrations sent charging to the notifier in accordance with the rates laid down in annex 2.
(4). Exceeded the time limit for payment, reminder fees will be imposed on the amount referred to in annex 2 coverage of the Danish Commerce and companies agency costs in connection with the reminder procedure. Will be the registration fee with the addition of collection letter fee is still not paid, transmitted fee requirement to debt collection.
(5). In the case of fee arrears will be required upfront payment of registration fee for new reviews, until the fee is paid the arrears.
(6). If a notification does not lead to registration, no fee. Any prepaid fee returned.
Public section 11. Registrations, receiving assessment reports, the draft terms of merger plans, plans and statements from appraisers, etc., in accordance with the laws must be published by the Danish Commerce and companies Agency, published in the Danish Commerce and companies Agency website www.Virk.dk/cvr.
(2). Registrations, etc., which are published at www.Virk.dk/cvr, be deemed to have come to the third parties.
§ 12. Corporate documents, which can be found in the Danish Commerce and companies Agency, is publicly available. However, this does not apply to the following documents: 1) Certificates on personal relationships.
2) Accounts, which by law are not publicly available.
3) information about trader funds business and operational mechanisms or similar, as the agency that authority is in possession of the Fund under section 57, paragraph 3, of the law on foundations, economic operators in so far as it is of considerable economic importance for the Fund that the information is exempt from public access, see. Article 61, paragraph 2, of the basic regulation. Disclosure Act § 12.
(2). For traders funds applies to the provision in paragraph 1 1. point, only to the extent that the agency determines that, in order: 1) the information agency instructs auditor to give about the Fund's conditions under section 37 of the Act on trader funds.
2) The report, review the men must submit under section 59, paragraph 4, of the law on foundations, see operators. Executive law § 14 (1) (8). 3. section 13. Documents that are publicly available in the Danish Commerce and companies Agency, upon request, can be browsed in the Agency's expedition.
(2). Transcripts of register information about businesses and photocopies or prints of any microfilm of the documents, which are publicly available, can be obtained in the Agency.
(3). The Danish Commerce and companies agency may determine, to photocopy or microfilm images can also be taken by self-service copy machines placed in the Agency.
(4). The Danish Commerce and companies agency may provide that all or certain publicly available information about several companies can be obtained power-after special agreement or in accordance with any general provisions laid down by the Management Board.
(5). For the information, which is covered by paragraphs 1 to 4, and for the use of www.Virk.dk/cvr, paid fee according to the rates set out in annex 3. The fee will be charged according to the following, without prejudice. However, paragraph 6, 2. paragraph. section 10, paragraphs 4 and 5 shall apply mutatis mutandis.
(6). Any person may, after the conclusion of an agreement with the Danish Commerce and companies Agency, under the conditions laid down in the agreement, access to information and documents URwww.Virk.dk/cvr's fee-stoned. The Danish Commerce and companies agency may provide user access to fee-plated information and documents referred to in article 6. Annex 3, via www.Virk.dk/cvr requires payment with electronic means of payment.
Chapter 3 Registration of capital companies and companies that are under the supervision of the financial supervisory authority, or where the company can only be exercised with the consent of the Danish financial supervisory authority Foundation § 14. Registration via Webreg respectively review of formation of a capital company shall at least specify: 1) the name of the company and any secondary.
2) the company's address and the home municipality.
3) date of incorporation and the company's purpose.
4) the company's financial year and the first accounting period.
5) Corporate capital and deposit way as well as the size of a possible overkurs amount.
6) full name, function in the company, social security number or company registration number and address for founders, officers, directors, members of the Supervisory Board and their alternates for these.
7) full name, social security number or company registration number and address of the Auditor, if the company is subject to the audit obligation after the Danish financial statements Act, or the company has voluntarily chosen to let its financial statements review.
8) For partner companies (limited partnerships with) information on the fully responsible participant's full name, function in the company, social security number or company registration number, address and the amount of each participant's potential deposits.
(2). Paragraph 1 shall apply mutatis mutandis to the notification concerning the formation of a company that is under the supervision of the financial supervisory authority, or where the company can only be exercised with the consent of the Danish financial supervisory authority, with the necessary adaptations. For cooperative banks set a corresponding fixed capital instead of in paragraph 1, no. 5, referred to the capital.
(3). For mutual funds, special funds and approved fåmandsforeninger must also be reported depot company and its possible investment management company name, binavn name and address.
§ 15. Registration via Webreg respectively the submitted notification must follow: 1) of incorporation document and any other documents that have been created in connection with the Foundation.
2) proof of payment of the share capital.
3) For companies that are under the supervision of the financial supervisory authority, or where the company can only be exercised with the consent of the Danish financial supervisory authority, proof of payment of a corresponding fixed capital (though not for cooperative banks).
4) For partner companies (limited partnerships with) information on the fully responsible participant's full name, company, address, and function of any deposits.
Establishment of branch of foreign company § 16. Review about the establishment of a branch of a foreign capital company shall at least specify: 1) The foreign company name, legal form and registered office, possibly register and registration number of the company in its home Member State the objects of the company, its subscribed capital and fiscal year.
2) Branch name, address and purpose.
3) full name, branch and address of the company respectively feature for those who, in relation to third parties, or in legal proceedings is authorized to bind the foreign company and the branch, and how their powers are laid down.
(2). Annexed to the notification shall be accompanied by: 1) Official proof, there must be no more than 3 months old, to the foreign company is legally existing in the home Member State.
2) The foreign company's memorandum and articles of Association, where the company has its registered office outside the EU and EEA countries.
3) Branch administrators full power.
4) For capital companies with registered offices outside the EU and EEA countries official statement from the company's home country, which documents that a Danish company with the same purpose as the notified branch can operate in the country concerned through a branch.
Changes in registered matters § 17. Amended bylaws or change registered, the registration of the changes via Webreg respectively review on changes have been received in the Danish Commerce and companies agency no later than 2 weeks after they are adopted, unless otherwise provided in the legislation.
(2). Review about changing the fiscal year must be received at the Agency no later than 5 months after the end of the fiscal year, to be changed, but not later than 5 months after the conversion period. The deadline for governmental public limited liability companies and limited liability companies that have securities admitted to trading on a regulated market in an EU or EEA country, however, is 4 months. Notification is received after the expiry of the deadline in 2. and (3). item will be denied registration, see. the preliminary article 15, paragraph 4.
(3). With the registration, respectively, the notification must follow proof of the change of legal adoption. At the time of any amendment of the articles will be linked to respectively submitted dated bylaws with the full text of the new version.
Resumption, etc.
§ 18. Review about the resumption of a capital company, which is under compulsory dissolution, without prejudice. the Danish companies Act section 232, shall at least specify: 1) full name, function in the company, social security number or company registration number and address for officers, directors, members of the Supervisory Board and their alternates for these.

2) full name, social security number or company registration number and address of the Auditor, if the company is subject to the audit obligation after the Danish financial statements Act, or the company has voluntarily chosen to let its financial statements review.
(2). With the notification must follow: 1) proof of legal adoption of the decision.
2) New dated and updated articles of Association, if the articles of Association is amended in connection with the decision on the resumption.
3) Statement prepared by an assessor, see. the Danish companies act § 37, to the capital are present at the time of the decision to resume the company, and that there are no granted loans to shareholders in violation of the Danish companies act § 210 (1).
4) lack of annual report, which should have been submitted before the time of notification.
5) evidence of any liquidator who is appointed by the Probate Court, giving consent for resumption.
§ 19. For the notification for re-registration of a branch of a foreign capital company, which has been deleted in the Danish Commerce and companies agency it system, see. the Danish companies act § 350, submitted evidence that the conditions that have led to deletion, no longer exists. If the branch has been deleted as a result of the lack of submission of the annual report referred to in article 6. the Danish companies act § 350 (1). 3, annual reports for the period in question are submitted.
Governmental public limited liability companies and corporations, which have securities admitted to trading on a regulated market, § 20. Corporations have a duty to inform the Danish Commerce and companies Agency, when they fall within the scope of the rules for State corporations, and when they are no longer covered by these rules.
(2). Capital companies have a duty to inform the Danish Commerce and companies Agency, when their shares, debt instruments or other securities are admitted or are no longer admitted to trading on a regulated market in an EU or EEA country.
Cross-border merger § 21. By a cross-border merger must be annexed to a merger plan submitted the following information about the participating companies, which do not fall within the Danish court, unless the details are on the companies ' merger: 1) the type, name, address and place of origin.
2) which business registers participating companies are registered in and registration numbers in registers.
§ 22. As an annex to a review on the implementation of a cross-border merger where the continuing firm should come under Danish law, must at least be accompanied by: 1) proof of the legality of the decision (Protocol printout).
2) Declaration by the company's central governing body that the conditions in section 286 of the Danish companies Act are met.
3) Authority certificates, see. the Danish companies act § 289, paragraph 2.
4) Declaration by the central governing body of the continuing company that employees ' participation in the continuing company is in accordance with the rules on employee participation by cross-border merger of companies Act, if the relevant provisions shall apply.
(2). If the general Assembly has made the decision on the adoption of the cross-border merger shall be subject to the general meeting approves the following established guidelines for employee participation, without prejudice. the Danish companies act § 284, there must also be accompanied by proof that this subsequent approval has taken place.
§ 23. As an annex to a review on the implementation of a cross-border merger where the continuing firm should not come under Danish law, must at least be accompanied by: 1) proof of the legality of the decision (Protocol printout).
2) Declaration by the management that the conditions in section 286 of the Danish companies Act are met.
3) Declaration by the management of the continuing company that participation in the continuing company is in accordance with the rules on employee participation by cross-border merger of companies Act, if the relevant provisions shall apply.
Cross-border demerger § 24. By a cross-border demerger must be annexed to a draft plan to be submitted the following information about the participating companies, which do not fall within the Danish court: 1) the companies ' form, the name, address and place of origin.
2) which business registers participating companies are registered in and registration numbers in registers.
§ 25. As an annex to a review on the implementation of a cross-border divisions, where the receiving company must hear under Danish law, must at least be attached, unless the data is clear from the draft terms of Division: 1) proof of the legality of the decision (Protocol printout).
2) Declaration by the company's central ledelsesorganom, that the conditions laid down in the Danish companies act § 306 is fulfilled.
3) Authority certificates, see. the Danish companies act § 309, paragraph 2.
4) Declaration by the central governing body of the receiving company that employees ' participation in the receiving company is in accordance with the rules on employee participation in cross-border Division of the Danish companies Act, if the relevant provisions shall apply.
5) Documentation for the fulfilment of the conditions laid down in the Danish companies act § 291, paragraph 2.
(2). If the general Assembly has made the decision on the adoption of the cross-border demerger subject to the condition that the general meeting approves the following established guidelines for employee participation, without prejudice. the Danish companies act § 304, there must also be accompanied by proof that this subsequent approval has taken place.
section 26. As an annex to a review on the implementation of a cross-border divisions, where the receiving company must not come under Danish law, must at least be accompanied by: 1) proof of the legality of the decision (Protocol printout).
2) Declaration by the Central ledelsesorganom, that the conditions laid down in the Danish companies act § 306 is fulfilled.
3) Declaration by the central management are organised by the receiving company that codecision in the receiving company is in accordance with the rules on employee participation in cross-border Division of the Danish companies Act, if the relevant provisions shall apply.
Submission of certain messages in connection with take-over bids § 27. Resolutions on General Assembly approval in connection with take-over bids, see. the Danish companies act § 339, paragraph 6, and decisions on the suspension of certain shareholder rights, etc., in connection with a takeover bid, see. the Danish companies act § 340, paragraph 3, and changes to such previous decisions must be communicated to the Danish Commerce and companies Agency. The notification must be received in the Agency as soon as possible after the general Assembly's decision. With the message must follow proof of legal adoption of the decision.
Chapter 4 the registration of businesses covered by the Act on certain operators companies Formation section 28. Review on formation of an operator company with limited liability, without prejudice. sections 1, 3 and 4 of the Act on certain operators companies must at least indicate: 1) company name and any secondary.
2) company address and home municipality.
3) company's date of incorporation, purpose and recent statutes date.
4) the company's fiscal year and the first accounting period.
5) full name, function in the company, social security number or company registration number and address of the members of the Board of Directors and Executive Board or similar governing bodies.
6) who is authorized to sign in the company.
(2). If the company is subject to the audit obligation after the Danish financial statements Act, shall be given an indication of the full name, social security number or company registration number and address of the auditor.
(3). Annexed to the notification shall be accompanied by the company's articles of Association and applicable proof of legal adoption (founding document etc.).
section 29. Review about the formation of a partnership or a limited partnership, which is covered by article 2, paragraph 3, 2. paragraph, of the Act on certain traders enterprises, in addition to the information referred to in this order to section 28, paragraph 1, also indicate: 1) Name, address and, if applicable, the registration number in the Danish Commerce and companies Agency on the responsible participants in the company.
2) full name, social security number or company registration number and address for the company's auditor.
(2). Annexed to the notification shall be accompanied by the documents referred to in this order to section 28, paragraph 3.
Establishment of branch of foreign company section 30. Review about the establishment of a branch of a foreign company with limited liability, without prejudice. § 8, paragraph 2, of the Act on certain traders enterprises, must at least indicate: 1) The foreign company name, legal form, address and registered office, possibly register and registration number of the company in its home country, the company's objective and fiscal year.
2) Branch name, address and purpose.
3) full name, occupation and residence of those opposite third parties or in legal proceedings is authorized to bind the foreign company and the branch respectively, and how their powers are laid down.
(2). Annexed to the notification shall be accompanied by: 1) Official proof that the foreign company is legally existing in the home Member State.
2) Branch administrator full power.
3) A declaration by the firm stating that it undertakes that in all of the company in this country emerging legal relationship to submit to Danish law and Danish courts decision.

4) For undertakings established outside the EU and EEA countries official statement from the company's home country, which documents that a Danish company with the same purpose as the notified branch can operate in the country concerned through a branch.
Changes in registered relationships section 31. Amended bylaws or change the registered relationship, must review whether changes have been received in the Danish Commerce and companies agency no later than 2 weeks after they are adopted, unless otherwise provided in the legislation. Changed financial year, section 17, paragraph 2 shall apply mutatis mutandis.
(2). With the notification must follow proof of the change of legal adoption (Print Protocol etc.). At the time of any amendment of the articles of Association dated must be submitted with the full text of the new version.
Resumption, etc.
section 32. Annexed to the notification about the resumption of a trader company with limited liability, without prejudice. sections 3 and 4 of the Act on certain traders enterprises, shall be accompanied by: 1) proof of the change of legal adoption.
2) New dated and updated articles of Association, if the articles of Association is amended in connection with the decision on the resumption.
3) Missing annual report or exemption statement which should have been submitted before the time of notification.
4) proof that any liquidator who is appointed by the Probate Court, giving consent for resumption.
(2). If the company has posted exceptional statement, the Danish Commerce and companies agency require that submitted a statement prepared by a certified public accountant that the company is solvent.
section 33. Review about re-registration of a partnership or a limited partnership subject to section 10, paragraph 7, of the Act on certain traders enterprises, in addition to those referred to in this order to section 28, paragraph 1, the information referred to also specify: 1) Name, address and, if applicable, the registration number in the Danish Commerce and companies Agency on the responsible participants in the company.
2) Name and address of the members of the management of the company.
3) If the company has been deleted as a result of the lack of submission of the annual report or exemption statement, see. § 12 (1) (8). 3, of the Act on certain traders companies, annual reports or exemption declarations are submitted for the missing period.
4) if the company is in a period have had competent participants, there were companies with share capital, but this has not been notified, information thereon are submitted for the missing period.
Companies that have securities admitted to trading on a regulated market § 34. A company that is subject to § 2 (3), 2. paragraph, section 3 or section 4 of the Act on certain undertakings, operators have an obligation to inform the Danish Commerce and companies Agency, when its shares, debt instruments or other securities are admitted or are no longer admitted to trading on a regulated market in an EU or EEA country.
Cross-border merger and demerger section 35. This order § § 21-26 shall apply mutatis mutandis when a cross-border merger or demerger, involving one or more companies with limited liability covered by the Act on certain economic operators and one or more companies analogous companies with limited liability, which fall under at least one other EU/EEA-country legislation.
(2). By a cross-border merger or demerger, which involved a company with limited liability covered by the Act on certain operators companies must also submit a declaration by the competent authority in the countries whose company law the other participating companies linked to that country's company law allows cross-border merger and/or Division with that type of business.
Chapter 5 Registration of traders funds Formation, etc.
§ 36. Review on formation of a trader or Fund review, that a Fund has become operators, see. section 51 of the law on foundations, must at least specify the operators: 1) the Fund's name and any secondary.
2) the Fund's address and the home municipality.
3) date of incorporation of the Fund, purpose and recent statutes date.
4 the Fund's fiscal year and the first fiscal period).
5) Basic capital, and whether it is paid in cash or in other values.
6) full name, function of the Fund, social security number or company registration number and address for Board members, directors, auditors and any alternates for members of the Board of Directors, directors and Auditors.
(2). With the notification must follow: 1) the legal basis for the Fund's creation (Testament, gift letter or other).
2) Statute and other documents created in occasion of the Foundation.
3) evidence that the prescribed basic capital paid into the Fund.
4) documentation to the Fund's traders.
5) Information as to whether the Fund receives Government grants, and whether the Fund is subject to public supervision.
6) the latest annual report, in the case of transformation for trader Fund in accordance with section 51.
Changes in registered relationships section 37. Amended bylaws or change the registered relationship, must review whether changes have been received in the Danish Commerce and companies Agency at the latest 4 weeks after they are adopted, unless otherwise provided in the legislation. Changed financial year, see section 17(2), 1. and (3). paragraph, mutatis mutandis.
(2). With the notification must follow proof of the change of legal adoption. At the time of any amendment of the articles of Association dated must be submitted with the full text of the new version.
Chapter 6 records of European economic interest groupings, etc. the establishment of European economic interest groupings, etc.
section 38. Review of a European economic interest grouping or of the place of business of a company group with its registered office in another Member State must at least indicate: 1) the name and address of the grouping.
2) Full name or business name, legal form, address or registered place of business and, if applicable, the registration number and place of the grouping's members.
3) full name and address of the company group's business drivers.
4) duration of the grouping, if this is not unlimited.
(2). A grouping of incorporation must accompany the notification.
Changes in registered matters § 39. Notification of changes concerning corporate groups conditions, see. art. 7 of Council Regulation No 40/94. 2137/85 of 25. July 1985 on the establishment of a European economic interest grouping (EEIG), must be received in the Danish Commerce and companies agency no later than 2 weeks after the amendment.
(2). With the notification must follow proof of the change of legal adoption. At the time of any change in the memorandum must be submitted with the full text of the agreement dated in the new version.
Chapter 7 Registration of European companies (SES), etc.
§ 40. Review of an SE with its registered office in this country must at least indicate: 1) VIEW-the name of the company and any secondary.
2) SE's address and the home municipality.
3) VIEW-the company's date of incorporation, and purpose.
4) VIEW-the company's first fiscal year and fiscal period.
5) Equity capital and deposit way as well as the size of a possible overkurs amount.
6) full name, social security number, function in the company and address for officers, directors, members of the Supervisory Board and any alternates for these.
7) full name, social security number or company registration number and address of the Auditor, if the company is subject to the audit obligation after the Danish financial statements Act, or the company has voluntarily chosen to let its financial statements review.
§ 41. Annexed to the notification to the Danish Commerce and companies Agency of an SE with its registered office in this country must at least be accompanied by: 1) Possibly founding document and other documents prepared on the occasion of the establishment.
2) Official evidence that the conditions of incorporation pursuant to SEE regulation art. 2 and, where appropriate, section 4 of the Act is met the SE.
3) proof of the legality of the decision (Protocol printout).
4) any transcript of the minute book of the constituent general meeting.
5) Any authority certificates.
6) evidence of arrangements for the involvement of employees.
7) where applicable, proof of payment of the capital.
8) by the formation of an SE-holding company certification under VIEW regulation art. 33, paragraph 5.
9) Information and documents which, moreover, must be registered and published in accordance with SEE-regulation or national law.
§ 42. Where a company which is registered in this country, participates in the formation of an SE pursuant to SEE regulation art. 2, paragraph 1 or 2, and the SE must have its registered office in another EU or EEA country, with notification at least follow the documents referred to in this order section 41 (1) (8). 1, 2, 3 and 9. In the case of a merger to an SE must also be attached to the statement from the company's supreme governing body, on the conditions set out in section 5 of the law is fulfilled. SE
(2). Notice of registration of an SE with its registered office in another EU or EEA country must be received in the Danish Commerce and companies agency no later than 2 weeks after the registration in the country concerned.
section 43. Annexed to the notification to the Danish Commerce and companies Agency of an SE, which moves the head office here to this country, must at least be accompanied by: 1) Move plan and report.
2) Authority certificate.
3) SE incorporation document and bylaws.

§ 44. Annexed to the notification to the Danish Commerce and companies Agency of an SE with its registered office in this country, which transfers its registered office to another EU or EEA country, must at least be accompanied by: 1) Move plan and report, as well as any other documents prepared in anticipation of the move.
2) proof of the legality of the decision (Protocol printout).
3) Declaration by the management or administrative organ on the conditions set out in sections 6 and 7 of the law is fulfilled. SE
§ 45. Review about the conversion of an SE into a public limited company must at least indicate the full name, social security number, function in the company and address for officers, directors, members of the Supervisory Board and any alternates for these. Furthermore, it must be specified the full name, social security number or company registration number and address of the Auditor, if the company is subject to the audit obligation after the Danish financial statements Act, or the company has voluntarily chosen to let its financial statements review.
(2). Annexed to the notification on the conversion of an SE into a public limited company must at least be accompanied by: 1) Transformation plan and any other documents created on the occasion of the transformation.
2) proof of the legality of the decision (Protocol printout).
3) Assessment ' certificate according to SEE regulation art. 66, paragraph 5.
§ 46. Amended bylaws or change the registered relationship, must review whether changes have been received in the Danish Commerce and companies agency no later than 2 weeks after they are adopted, unless otherwise provided in the legislation. Changed financial year, section 17, paragraph 2 shall apply mutatis mutandis.
(2). With the notification must follow proof of the change of legal adoption. At the time of any amendment of the articles of Association dated must be submitted with the full text of the new version.
Chapter 8 Review on European cooperative societies (SCEs), etc.
§ 47. Review of an SCE with its registered office in this country must at least indicate: 1) an SCE's name and any secondary.
2) SCE address and home municipality.
3) date of incorporation and the purpose of the SCE.
4) an SCE's first fiscal year and fiscal period.
5) the subscribed capital size and payment way.
6) full name, function in the company and address for officers, directors, members of the Supervisory Board and their alternates for these.
7) full name, social security number or company registration number and address of the Auditor, if the company is subject to the audit obligation after the Danish financial statements Act, or the company has voluntarily chosen to let its financial statements review.
section 48. Annexed to the notification to the Danish Commerce and companies Agency of an SCE with its registered office in this country must at least be accompanied by: 1) the Bylaws and any other documents prepared on the occasion of the establishment.
2) Official proof of the articles of the conditions laid down in accordance with the SCE regulation art. 2 section 3 of the SCE and, where appropriate, the law is met.
3) proof of the legality of the decision (Protocol printout).
4) any transcript of the minute book of the constituent general meeting.
5) Any authority certificates.
6) evidence of arrangements for the involvement of employees.
7) proof of payment of the portion of subscribed capital shall be paid up by the drawing.
8) Information and documents which, moreover, must be registered and published in accordance with the SCE regulation or national law.
§ 49. Review about the establishment of a branch of a foreign company shall at least specify the SCE: 1) The foreign name, SCE's registered office, the register and the registration number of the company in its home Member State the objects of the company and fiscal year.
2) Branch name, address and purpose.
3) full name, company and address feature for those who, in relation to third parties, or in legal proceedings is authorized to bind the foreign SCE and the branch, and how their powers are laid down.
(2). Annexed to the notification shall be accompanied by: 1) Official proof that the foreign SCE is legally existing in the home Member State.
2) The foreign SCE statutes.
3) Branch administrators full power.
§ 50. When a here in the country registered cooperative society participates in the formation of an SCE by merger in accordance with the SCE regulation art. 2 (1), 4. stick, and SCE shall have its registered office in another EU or EEA country, with notification at least follow in section 48 (1). 1, 2, 3 and 8 mentioned documents. In addition, there shall be attached to a statement from the company's competent management of the cooperative, that the conditions set out in section 4 of the Act have been met in the SCE.
(2). Notice of the registration of an SCE with its registered office in another EU or EEA country must be received in the Danish Commerce and companies agency no later than 2 weeks after the registration in the country concerned.
§ 51. Annexed to the notification to the Danish Commerce and companies Agency of an SCE that transfers its registered office here to this country, must at least be accompanied by: 1) Move plan and report.
2) Authority certificate.
3) an SCE's memorandum and articles of Association.
§ 52. Annexed to the notification to the Danish Commerce and companies Agency of an SCE with its registered office in this country, which transfers its registered office to another EU or EEA country, must at least be accompanied by: 1) Move plan and report, as well as any other documents prepared in anticipation of the move.
2) proof of the legality of the decision (Protocol printout).
3) Declaration by the management or administrative organ on the conditions set out in section 5 of the law is fulfilled in the SCE.
§ 53. Review about the conversion of an SCE into a cooperative shall at least specify full name, function in the cooperative society and address of officers, directors, members of the Supervisory Board and their alternates for these.
(2). Annexed to the notification on the conversion of an SCE into a cooperative must at least be accompanied by: 1) Transformation plan and report, as well as any other documents created on the occasion of the transformation.
2) proof of the legality of the decision (Protocol printout).
3) Assessment ' certificate in accordance with the SCE regulation art. 76, paragraph 5.
§ 54. Amended bylaws or change the registered relationship, must review whether changes have been received in the Danish Commerce and companies agency no later than 2 weeks after they are adopted, unless otherwise provided in the legislation. Changed financial year, section 17, paragraph 2 shall apply mutatis mutandis.
(2). With the notification must follow proof of the change of legal adoption. At the time of any amendment of the articles of Association dated must be submitted with the full text of the new version.
Chapter 9 Review for registration pursuant to tax law section 55. Review for registration pursuant to the laws, which are mentioned in annex 1 and 2 of the order on company registration in a number of tax laws, must at least indicate: 1) company name and any secondary.
2) corporate address, including additional addresses.
3) company's mode of operation and industry.
4) date of the end of the financial year.
5) Name, tax ID or social security number as well as entry and exit date for the responsible participants in the company.
6) any previous owner.
7) The other conditions, the company must be registered in accordance with tax laws.
(2). Changed conditions, pending review of the changes have been received in the Danish Commerce and companies agency no later than 2 weeks after they are adopted, unless otherwise provided in the legislation.
section 56. The Danish Commerce and companies agency or customs and tax administration shall decide on the registration on the basis of the notification referred to in article 6. notice of company registration in a number of tax laws.
(2). Registration takes place in the artifact's Business system. Issued a certificate of registration.
Chapter 13 appeal section 57. The Danish Commerce and companies agency decisions under this Ordinance may be brought before the EAB within 4 weeks after the decision is announced, the person concerned, in accordance with article 3. However, paragraph 2.
(2). Decisions taken by the Danish Commerce and companies agency as Fund Authority, can not be brought before the higher administrative authority, see. section 62, paragraph 2, of the basic regulation. section 57, paragraph 1 1. paragraph, of the law on trader funds.
Chapter 14 Penalty section 58. Stricter punishment not inflicted after the Penal Code punished the abuse of access to carry out registration, reporting and public disclosure via Webreg and the abuse of the digital signature, see. without prejudice to article. This order sections 3 to 5, 7 and 8, with fine.
(2). That can be imposed on companies, etc. (legal persons) criminal liability in accordance with the provisions of the criminal code 5. Chapter.
Chapter 15 entry into force, etc.
section 59. The notice shall enter into force on the 31st. March 2010.
(2). At the same time repealed Executive Order No. 1525 by 13. December 2007 on notification, registration fee and publication etc. in the Danish Commerce and companies Agency (Notification notice).

The Danish Commerce and companies Agency, the 25. March 2010 Ole Blöndal/Grethe Krogh Jensen Annex 1 documents which must be submitted in Danish, Norwegian or Swedish, in companies with share capital 1) Founding document.
2) Statutes.
3) Assessment report on the contributions by the formation, subsequent acquisitions and capital increase in anything other than cash.
4) Convening a general meeting of governmental corporations.

5) rules of procedure for the governing body in governmental corporations.
6) Merger plan at national and cross-border merger.
7) Vurderingsmands Declaration on the creditors ' position at national and cross-border merger.
8) draft terms of Division for the national and cross-border Division.
9) Vurderingsmands Declaration on the creditors ' position at national and cross-border Division.
10) Transformation plan by conversion of a cooperative society to joint-stock company.
11) Vurderingsmands Declaration on the creditors ' position by transformation of the cooperative society for the joint-stock company.
12) Messages to be published, relating to takeover bids.
13) Messages from the governmental corporations.
14) internal guidelines for compliance with the rules on government corporations.
Annex 2 Tariffs registration and renewal fees for registry operators For the registration of secondary in addition to 5 in a public limited company or a private limited company shall be paid a fee per 1,000 DKK binavn on, see. the Danish companies Act § 3, paragraph 2.
In the event of non-payment of the registration fee will be imposed on a reminder fee of 100 DKK.
Funds paid the annual fee for traders at 1/6 per thousand of equity, but not less than 100 USD and more than 25,000 kr.
The annual fee for funds shall inter alia: cover reception and publication of annual reports, administration of the legislation and referred to certain non special priced services.
The annual fee shall be paid for an entire calendar year at a time. The fee shall be calculated on the basis of the Fund's equity according to the annual report for the last financial year. The amount shall be rounded down to the nearest whole penny. The annual fee is due 5 months of a financial year expired.
Annex 3 Charges and charges for information and documents, etc.







Copies of business documents, annual reports and other financial statements per 100.00 kr performance commissioned.



Express delivery of one or more services, express fee 300.00 DKK



Accounting page copied or printed in the Agency's expedition 4.00 DKK per page



Certified transcripts of the following documents full transcript 400.00 kr.



Together written summary 300.00 DKK



The drawing preview 100.00 kr.



Corporate Certificate 500.00 kr.



Navneændrings certificate 500.00 kr.



Registered users of CVR (www.Virk.dk/cvr) annual reports and other financial statements delivered by email in PDF format 37.00 USD



Paging with corporate affiliation 8.00 DKK



Extended personal report 44.00 kr.



Corporate report 16.00 USD



Full report 32.00 kr.



For special certifications, declarations, etc., shall be paid after working out.

 




Official notes 1) Regulation is published in the Official Gazette No. L 199 of 31. July 1985.
2) Regulation is published in the Official Gazette No. L 294 of 10. November 2001.
3) Regulation is published in the Official Gazette No. L 207 of 18. August 2003, p. 1-24.