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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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Table of Contents

Chapter 1 Scope of application

Chapter 2 Common provisions on registration and publicity

Chapter 3 Registration of capital undertakings and undertakings under the supervision of the SEC, or where business can only be exercised by the authorisation of the Financial supervision

Chapter 4 Registration of establishments covered by the law of certain traders

Chapter 5 Registration of operators ' funds

Chapter 6 Registrations of European economic companies, etc.

Chapter 7 Registration of European companies (SE-companies) and so on

Chapter 8 Notification of European Cooperative Companies (SCE companies) and so on

Chapter 9 Notification of registration in accordance with tax and tax law

Chapter 13 Appeal access

Chapter 14 Punishment

Chapter 15 The entry into force, etc.

Appendix 1

Appendix 2

Appendix 3

Publication of the notification, registration, fee, and publication, etc., in the Enterprise and the Corporate Protection Agency (Declaration of Enrollment)

In accordance with sections 8 and 9 and § 10 (4), Two, in Law No 571 of 6. June 2007, on the procedure for notification, and so on, of certain information in the Enterprise and the Danish Agency for Industry, Section 12 (1). 2, section 13 (3). 1-2, § 350, paragraph. 2 and 367 (3). Amendment No 4. 470 of 12. June 2009 on stock and liability companies (company law), section 2, paragraph 1. 3, 3. pkt., section 12, paragraph 1. TWO, TWO. pkt., section 13, paragraph 1. 2, section 14 (4). Paragraph 1, and section 23 (1). 2, in the law of certain business operators, cf. Law Order no. 651 of 15. June 2006, as amended by Section 2 of Law No 516 of 12. June 2009, section 56, paragraph. 3, section 60, paragraph. 2-5, section 61, paragraph. 3, and section 63 (3). 6, in the law of business funds, cf. Law Order no. 652 of 15. June 2006, as amended by Section 5 of Act 5. 516 of 12. June 2009, section 156, stk.1, in the annual accounting law, cf. Law Order no. 395 of 25. May 2009, section 15. 4, section 23, paragraph. 1, and section 336 (3). 2, in the law of financial activities, cf. Law Order no. 793 of 20. In August 2009, as amended by Section 8 of Law No 516 of 12. June 2009, Section 68, on the supervision of company pension funds, cf. Law Order no. 1561 of 19. In December 2007, as amended by Section 11 of Law No 516 of 12. June 2009, section 8, paragraph 8. 3, sections 110 l, § 113 and § 114 of the law on investment associations and special associations, as well as other collective investment schemes, etc., cf. Law Order no. 807 of 21. In August 2009, as amended by Section 10 of Law No 516 of 12. June 2009, Section 1 of the European Economic Community's regulations on the establishment of European economic company groups, cf. Law Order no. 281 of 17. April 1997 1) , section 17, paragraph. 2, in the law of the European company, cf. Law Order no. 654 of 15. June 2006 2) , section 14, paragraph 14. Article 15 (2) and section 15 (3). Two, in Law No 454 of 22. May 2006 on the European Cooperative Society, as amended by Section 7 of Law No 1. 516 of 12. June 2009 3) , section 6 of the law. 485 of 1. July 1998 on the independent public enterprise DSB and on DSB S-took A/S, and section 16 of Act on Energinet.dk, cf. Law Order no. 224 of 16. This is March 2009, as amended by Section 15 of Law No 1. 516 of 12. June 2009 shall be determined :

Chapter 1

Scope of application

§ 1. The announcement shall apply to the following establishments, which, in accordance with the legislation, are to be notified in the registration of the Enterprise and Corporate Services :

1) Capital corporations :

a) Activate companies.

b) Anchor company.

c) Partner companies (command-ditactiers).

2) Undertakings under the supervision of the SEC, or where business can only be exercised by the authorisation of the Financial supervision, which are not limited to limited liability companies, but which must be registered according to the rules on limited liability companies :

a) Spare and andeldasas and associations of andelskasser.

b) Investment associations, specialised associations, hedge funds, and cries associations approved by the Finance Board.

c) Transverse pension funds.

d) Recreate insurance undertakings other than those covered by Section 301 in the Act of Financial Company.

(e) Corporalitic retirement funds.

(f) Companies.

3) Companies which are subject to the law of certain traders ' companies.

4) Corporate funds.

5) European economic groups.

6) SCE companies.

7) Registration companies.

8) DSB.

9) Energinet.dk.

10) Professional associations, cf. Section 110 I in the Law on investment associations and special associations, as well as other collective investment schemes, etc.

11) Companies to register in the Corporate and Corporate Management Board, in accordance with tax and tax law.

Chapter 2

Common provisions on registration and publicity

Registering and so on via the self-registration system Webreg

§ 2. an asset or liability company, a company that is registered in the law of certain traders, an entrepreneur, a company which is subject to the notification of company registration in one ; the grant of the registration, reporting or publication of the IT system via the self-registration system by the company or company, which has been authorized by the company or the company, to have access to registration, reporting or publication in the IT system of the Errecruitment and Corporate Management System, Webreg, cf.. sections, sections 3 and 4 of this notice, if the company or the person concerned :

1) is accepted by the Corporate and Corporate Management Board as a user, and

2) have concluded an agreement with the Corporate and Corporate Management Board, which govers the detailed rules for the use of Webreg, or

3) uses a digital signature that is accepted by the Corporate and Corporate Management Board.

§ 3. The liabilities and changes in already registered conditions may be registered via Webreg to the extent that the IT system has developed the IT system to deal with the type of registration in question via Webreg.

Paragraph 2. TSEs and SCE companies and the companies and companies which are under supervision of the SEC, or where activities can only be exercised by the Authority, may not use Webreg for the registration of foundations and changes ; in already recorded conditions.

§ 4. Publication of messages via Webreg may be done to the extent that the Management Board has developed the IT system to handle the type of messages that are listed via Webreg.

Paragraph 2. Invocation to the general assembly of public limited liability companies whose shares are on the holder of the holder, in accordance with the case of Webreg, cf. section 95 (5) of the company law. THREE, TWO. Act.

Paragraph 3. Enables and anpartcompanies under the supervision of the SEC, or where activities can only be exercised by the Finance Board, may use Webreg to submit notifications for publication, including submission of the invocation of a general assembly in companies whose shares are on the holder of the stock.

Paragraph 4. Publication of company information in languages other than Danish, cf. section 13 (1) of the company law. 2, must be done via Webreg.

§ 5. Registration, reporting or publication via Webreg, cf. sections 3 and 4 shall take place in accordance with the Webreds system.

Paragraph 2. In the case of registration, reporting or publication via Webreg, the user ' s digital signature shall be used by the user, unless the Commervility and Corporate Management Board determines otherwise.

Paragraph 3. If the Management Board has justified the request for misuse of access to registration, reporting or publication via Webreg, the Management Board shall be entitled to close the access to the user for the time being.

Inserted notification of registration

§ 6. Where the notifier does not itself provide the registration in the IT system via Webreg, notification of establishments shall be carried out on the reporting forms on the Errecruitment and Corporate Management Board.

Paragraph 2. The documentation to be submitted together with the notification may be transmitted electronically.

Paragraph 3. Contains a notification form of changes in several notified conditions, the registration may be collected separately or separately for the individual conditions.

Responsibility for the registration, etc. via Webreg respectively, submitted notification

§ 7. The company authorises the notifier to act as a clerk on behalf of the company in relation to the Corporate and Corporate Management Board and to perform the registration in Webreg or to sign the notification.

§ 8. A notifier registering a relationship in Webreg or notifies the notification for registration in the IT system of the Enterprise and Corporate Management System, indebted to the registration or notification of the notification, including the appropriate means ; complete and that the documentation, in connection with the reporting, registration or notification, is valid, cf. section 15 (3) of the company law. 2.

Paragraph 2. The steering can require the submission of proof that the registration through Webreg or notifier has been legally made, cf. Section 2 of the procedure for notification, and so forth, of certain information in the Enterprise and the Corporate Company, section 17, section 17 of the law on certain traders and sections 5 (5). 2, section 57, paragraph. Article 60 (3) and section 60 (2). Four, in the law on entrepreneur funds.

Paragraph 3. Paraglications 1 and 2 shall apply by analogous to the publication of notifications via Webreg, cf. section 4 of this notice.

Language requirements

§ 9. The information recorded in the IT system of the Errecruvs and Corporate Management System must be in Danish.

Paragraph 2. The documents which must be attached to the registration through Webreg, or annexes to a notification sent to registration, shall be in Danish, Norwegian or Swedish, cf. however, paragraph 1 3-5.

Paragraph 3. For capital undertakings, the documents referred to in Annex 1 must be in Danish, Norwegian or Swedish. Other documents that are associated with the registration through Webreg, or are attached as annexes to a notification sent to registration may be in English.

Paragraph 4. For branches of foreign companies, the documents to be submitted to the Corporate and Corporate Management Board shall be in Danish, Norwegian, Swedish or English. However, the purpose and the drawing rule shall be in Danish with a view to registration.

Paragraph 5. The steering can require an authorized translation into Danish of all documents linked to Webreg or sent to the management board, cf. paragraph 2-4.

Posting of registration, etc.

§ 10. Each company will be given a cvr number. The date of registration shall be recorded in the Register.

Paragraph 2. Once registration has been recorded, confirmation of registration and printout of the registered information shall be sent.

Paragraph 3. For the registration of fees, charges shall be sent to the notifier in accordance with the tariffs set out in Annex 2.

Paragraph 4. In the case of late payment, rye fee of the amount referred to in Annex 2 shall be charged to cover the costs incurred by the Accurevs and Corporate Management expenses in respect of the smoking procedure. The registration fee, with respect to the ry-over fee, will continue to be non-paid, the charge requirement shall be sent to the collection of inkasso.

Paragraph 5. In the case of fees, charges will be required for the registration fee for new notifications until the charges for the fees are paid.

Paragraph 6. If a notification does not lead to registration, a fee shall not be paid. A possible prepaid fee is returned.

Publicity

§ 11. Registrations, receipt of assessment reports, merger plans, division plans and declarations by valuemen and so on which, pursuant to the legislation, must be published by the Corporate and Corporate Management Board shall be published on the Commervials ' and The Corporate Board's website www.Virk.dk/cvr.

Paragraph 2. Registrations, etc., published at www.Virk.dk/cvr, are considered to have been made available to the third party's knowledge.

§ 12. Corporate documents that exist in the Corporate and Corporate Management Board are publicly available. However, this shall not apply to :

1) Attests about personal relationships.

2) Accounts that, according to law, are not publicly available.

3) Information on the commercial and operational conditions of trader operators or similar, such as the authority of the Fund, in accordance with paragraph 57 (4), 3, in the law of economic operators, in so far as it is of significant economic importance to the Fund, the information is exempting from public access to documents, cf. Section 61 (1) of the law. 2, cf. Public disclosure section 12.

Paragraph 2. For commercial operators, the provision shall apply to paragraph 1. ONE, ONE. Pkton, only to the extent that the Board determines it, for :

1) The information provided by the Management Board shall be given to the auditor to give on the Fund's relationship after paragraph 37 of the Act on the Fund.

2) The report the auditing men shall be giving in accordance with section 59 (s). 4, in the law of business funds, cf. section 14 (4) of the management Act. 1, no. 3.

§ 13. Documents that are publicly available in the Enterprise and Corporate Services Board may be reviewed in the form of the management expedition.

Paragraph 2. The transcripts of the register ' s records on undertakings and photocopies or any microfilm of any microfilm of the documents available to the public may be available in the Management Board.

Paragraph 3. The Corporate and Corporate Office may decide that photocopy or print of microfilms may also be taken by the self-service of the copying apparatus established in the Management Board.

Paragraph 4. The Corporate and Corporate Authority may provide that all or certain publicly available information on several companies may be obtained in a machine by special agreement or in accordance with any general provisions laid down by the Management Board.

Paragraph 5. For the information which is covered by paragraph 1. 1-4, and for the use of www.Virk.dk/cvr,, the fee shall be paid according to the charges set out in Appendix 3. The fee shall be charged for subsequent purposes, cf. however, paragraph 1 SIX, TWO. pkt .. ~ 10 (1)) 4 and 5 shall apply mutatis mutis.

Paragraph 6. Each person may, after the conclusion of an agreement with the Corporate and Corporate Management Board, on terms of the agreement, access to www.Virk.dk/cvr's fees-dedded information and documents. The Corporate and Corporate Management Board may provide for user access to fees-based information and documents, cf. Annex 3, via www.Virk.dk/cvr, requires payment of electronic means of payment.

Chapter 3

Registration of capital undertakings and undertakings under the supervision of the SEC, or where business can only be exercised by the authorisation of the Financial supervision

Foundation

§ 14. Registration via Webreg for the notification of the arson of a capital undertaking shall be at least :

1) The label name and possible binnames.

2) The company's address and home municipality.

3) The foundation of the company and the purpose of the company.

4) The company ' s financial year and the first financial period.

5) The size and payment method of the company capsule, as well as the amount of any excess cuisal.

6) Full name, function of the company, cpr number, or cvr number and address of the members, members of board members, members of the supervisory board and the members of the Board of Directors.

7) Full name, cpr number, or resume / CV number and an accountant if the company is subject to a statement of assurance following the annual accounting law, or the company has voluntarily chosen to review its annual accounts.

8) For partnerships (in command), the full name, function of the fully responsible participant, the function of the company, cpr number, or the number, address and the amount of any deposits of each participant.

Paragraph 2. Paragraph 1 shall apply mutatis mutandis to the establishment of an establishment under the supervision of the SEC, or where a company may be exercised only after the authorisation of the Financial supervision, with the necessary adjustments. For andelskasser, a corresponding fixated capital shall be given instead of the amount referred to in paragraph 1. 1, no. Five, mentioned capital.

Paragraph 3. In the case of investment associations, specialised associations and approved sheep ' s associations, the name of the debit company and its possible investment management company, by the name of the band, the names and addresses of the investment management shall be reported.

§ 15. With the registration through the Webreg, the notification has to be followed :

1) The document document and any other documents that have been created in connection with the foundation.

2) Proof of payment of the corporate capital.

3) For undertakings under the supervision of the SEC, or where the company may be exercised only after the authorisation of the Financial Regulation, proof of payment of a similar fixated capital (not for andalskasser).

4) For partnerships (in command), the full name of the fully responsible participants, the function of the company, address and potential deposits.

Establishment of the branch of the foreign company

§ 16. Notification of the establishment of a branch of a foreign capital undertaking shall specify at least :

1) The name, legal form and registered office of the foreign company, possibly the register and registration number for the company in the home Member State, its purpose, its subscribed capital and financial year.

2) The name, address and purpose of the Filial.

3) The full name, function of the company ' s branch and the address of those who, in the case of third parties, or under judicial proceedings, shall be authorized to commit the foreign company and branch to the subsidiary and the manner in which their powers are laid down.

Paragraph 2. As an Annex to the notification, it shall be attached :

1) Official evidence that at most must be 3 months old so that the foreign company is legally present in the home Member State.

2) The constitution of the foreign company's agreement and statutes, if the company has its head office outside the European Union and the EEA countries.

3) The power of the Filials ' power of attorney.

4) In the case of capital companies based outside the EU and the EEA countries, official attestation of the home Member State of the undertaking which documents a Danish undertaking with the same purpose as the notified branch may operate in the country in question by means of a Filipal.

Changes in registered conditions

§ 17. Change the rules of the amendment or the subject of a change in the data subject shall be the registration of the amendments via Webreg, at least two weeks after their adoption, on the amendments, via Webreg respectively, at least two weeks after their adoption, unless otherwise specified in : the legislation.

Paragraph 2. Notification of a change to financial year shall be received within five months of the expiry of the financial year, which shall be amended within five months after the end of the conversion period. However, 4 months have been four months for the free movement of public limited companies and capital undertakings whose securities admitted to trading in a regulated market in an EU or EEA country. Receiving notification after the end of the deadline in 2. and 3. pkt., denied registration, cf. section 15 (3) of the annual accounting officer. 4.

Paragraph 3. With the registration, the notification shall show the legal adoption of the change ' s legal approval. Any amendment to the bylaws must be attached to the date of the date of the date with the full wording of the new version.

Resume and so on

§ 18. Notification of the resumption of a capital undertaking under coercive dissolution, cf. section 232 of company law shall specify at least :

1) Full name, function of the company, cpr number, or cvr number and address of board members, CEOs, members of the supervisory board and the alternate members of the Board of Directors.

2) Full name, cpr number, or resume / CV number and an accountant if the company is subject to a statement of assurance following the annual accounting law, or the company has voluntarily chosen to review its annual accounts.

Paragraph 2. The notification shall follow :

1) Proof of the legal adoption of the resolution.

2) New dated and updated statutes, provided that the statutes have been changed in the context of the decision on resumption.

3) Statement drawn up by an assessment man, cf. section 37 of the company law, that the capital is present at the time of the decision to resume the company and that no loans have been granted to members of the company law in section 210 (5) of the company law. 1.

4) A missing annual report that should have been submitted before the time of notification.

5) Documentation that a possible wind-up date, which has been appointed by the probate, gives consent to the resumption.

§ 19. In the case of notification of the recapture of a branch of a foreign capital undertaking, which has been deleted in the IT system of the Errecruvs and the Corporate Management System, cf. The section 350 of the company law must be provided to submit evidence that the conditions that have led to the deletion are no longer available. If the branch has been deleted as a result of failure submission of the annual report, cf. $350 company law, section 350. 1, no. 3, the annual reports for the period in question shall be submitted.

Federal stock companies and companies which have securities admitted to trade in a regulated market

20. The company shall have a duty to notify the Enterprise and Corporate Office when they are subject to the rules governing public limited liability companies, and when they are no longer covered by these rules.

Paragraph 2. Capital undertakings have a duty to notify the Enterprise and Corporate Office when their holdings, debt instruments or other transferable securities are admitted or are no longer engaged in trade in a regulated market in an EU-or EEA country.

Cross-border merger

§ 21. In the case of a transboundary merger, the following information shall be sent as an Annex to a merger plan, the following information on the participating undertakings which do not fall under Danish law unless the information is specified in the merger plan :

1) Form of companies, name, address and registered office of the company.

2) What company registers the participating companies are registered as well as the registration numbers of the registers.

§ 22. As an Annex to a notification concerning the implementation of a transboundary merger where the consecutive company is to be subject to Danish law, the minimum shall be accompanied by :

1) Proof of the legality of the decision (protocol transcript).

2) Declaration by the central executive agency of the company that the conditions of section 286 of the company law are met.

3) Government attestations, cf. section 289 (4) of the company law. 2.

4) Declaration by the central executive agency of the continuation of the employee participation in the consecutive company, in accordance with the rules on employee participation by cross-border merger in company law, if : the provisions on this shall apply.

Paragraph 2. If the General Assembly has made the decision on the adoption of the transboundary merger subject to the subsequent approval of the established guidelines for the participation of the assistants, in accordance with the approval of the Joint Assembly, the Joint Assembly shall then approve the established guidelines Article 284 of company law shall also be accompanied by evidence that this ex post approval has taken place.

-23. As an annex to a notification concerning the implementation of a transboundary merger, where the enmoling company should not be subject to Danish law, the following shall be at least :

1) Proof of the legality of the decision (protocol transcript).

2) Statement by the leadership that the terms of section 286 have been fulfilled.

3) Statement by the management in the conunding company that the co-determination of the consecutive company is in accordance with the rules on employee participation by cross-border merger in company law, provided that the provisions of this Directive are applicable ; use.

Cross-border division

§ 24. In the case of a cross-border division, the following information is to be submitted as an annex to a division plan, the following information on the participating companies which do not fall under Danish law shall be subject to :

1) Form of companies, name, address and registered office of the company.

2) What company registers the participating companies are registered as well as the registration numbers of the registers.

§ 25. As an annex to a notification concerning the implementation of a cross-border division where the receiving company is to be subject to Danish law, shall be at least attached, unless the information is specified in the draft terms of division :

1) Proof of the legality of the decision (protocol transcript).

2) Statement by the central executive agency of the company that the conditions of section 306 have been fulfilled.

3) Government attestations, cf. section 309 (1) of the company law. 2.

4) Declaration by the central executive body of the receiving company that the participation of employees in the receiving company is in accordance with the rules on employee participation in cross-border division law, if : the provisions on this shall apply.

5) Documentation to comply with the terms of section 291 (1) of the company law. 2.

Paragraph 2. If the annual meeting has made the decision on the adoption of cross-border division conditional on the subsequent approval of the established guidelines for the assistants ' participation in accordance with the rules governing the participation of the staff. section 304 of company law shall also be accompanied by evidence that this ex post approval has taken place.

SECTION 26. As an annex to a notification concerning the implementation of a cross-border division where the receiving company is not to be subject to Danish law, the following shall be at least :

1) Proof of the legality of the decision (protocol transcript).

2) Statement by the central executive agency that the conditions of section 306 have been fulfilled.

3) Declaration by the central executive body of the receiving company that the co-determination of the receiving company is in accordance with the rules on employee participation by cross-border division law, provided that the provisions it shall apply.

Insertion of certain messages in connection with takeover bids

§ 27. Decisions on General Assembly approval for takeover bids, cf. Company Law, section 339, paragraph. 6, and decisions concerning the suspension of certain shareholders and so on for a takeover bids, cf. Company Law, section 340, paragraph 1. 3, and changes to such previous decisions must be communicated to the Corporate and Corporate Management Board. The notification shall be received in the Management Board as soon as possible after the meeting of the Joint Assembly. The message must follow the legal adoption of the resolution.

Chapter 4

Registration of establishments covered by the law of certain traders

Foundation

§ 28. Notification of the foundation of an operator with limited liability, cf. sections 1, 3 and 4 of the law on certain operators shall specify at least :

1) The company name and possible binnames.

2) Company address and home municipality.

3) The date of establishment, the purpose and the date of the date of the date.

4) The company ' s financial year and the first financial period.

5) Full name, function of the company, cpr number, or cvr number and address of members of board and management or similar management bodies.

6) Who is the character in the company.

Paragraph 2. If the undertaking is subject to the obligation to audit in accordance with the annual accounting law, information on full name, cpr number, or cvr number and address shall be given for the auditor.

Paragraph 3. As an Annex to the notification, it shall be accompanied by the company ' s applicable statutes and evidence of its lawful adoption (the instrument document el.lign.).

§ 29. Notification of the foundation of a stakeholder or a limited-in-command company which is subject to section 2 (2). THREE, TWO. in the case of certain operators, in addition to the information referred to in this notice, section 28 (5) of this notice. 1, also specify :

1) Name, address, and, where appropriate, the registration number of the Corporate and Corporate Management Board of the responsible participants in the establishment.

2) Full name, cpr number, or cvr number and address for your company ' s accountant.

Paragraph 2. As an Annex to the notification, the documents referred to in this notice shall be annexes to the notification referred to in Article 28 (3). 3.

Establishment of the branch of a foreign company

-$30. Notification of the creation of a branch of a foreign company with limited liability, cf. § 8 (3) 2, in the law of certain operators, shall be at least :

1) The name, legal form, address and registered office of the foreign company, where appropriate, the register and registration number for the undertaking in the home Member State, business purposes and financial years.

2) The name, address and purpose of the Filial.

3) The full name, position and place of residence of those who, in the face of third parties or in legal proceedings, are authorized to engage in the foreign business and branch of the branch and the manner in which their powers are laid down.

Paragraph 2. As an Annex to the notification, it shall be attached :

1) Officially, evidence that the foreign company is legally comprized in the home country.

2) The power of the filiale manager.

3) A statement made by the undertaking that it commits to all of the undertaking here in the country to be governed by the rule of law and the decision of Danish courts.

4) For establishments with head offices outside the EU and the EEA countries, official attestation of the home Member State of the undertaking which documents a Danish undertaking with the same purpose as the notified branch of the branch may operate in that country through a Filipal.

Changes in registered conditions

§ 31. Change the rules of the amendment or the subject of a change in recorded circumstances shall be notified of the amendments to be received in the Errecruitment and Corporate Management Agency within two weeks of their adoption, unless otherwise specified in the legislation. Change the financial year, section 17, paragraph 1. 2, similar application.

Paragraph 2. The notification shall show the legal adoption of the change ' s legal adoption (protocol transcript or similar). Any amendment to the bylaws must be submitted to date, with the complete wording of the new version.

Resume and so on

§ 32. As an annex to the review of the resumption of a business operator with limited liability, cf. sections 3 and 4 of the law on certain operators shall be accompanied by :

1) Prove to the change's legal adoption.

2) New dated and updated statutes, provided that the statutes have been changed in the context of the decision on resumption.

3) The absence of an annual report or a declaration of exception which should have been submitted before the time of notification.

4) Documentation that a possible wind-up date, which has been appointed by the probate, gives consent to the resumption.

Paragraph 2. If the undertaking has declared a declaration of exception, the Corporate and Corporate Management Board may require a statement to be submitted by an approved auditor that the company is sunk.

§ 33. Notification of the re-registration of a stakeholder or a limited-in-command company subject to section 10 (1). 7, in the law of certain traders, shall, in addition to the provisions of this notice, Section 28 (2) of this Order. The information referred to above shall also indicate :

1) Name, address, and, where appropriate, the registration number of the Corporate and Corporate Management Board of the responsible participants in the establishment.

2) Name and address of the members of the company management.

3) If the company has been deleted as a result of failure submission of an annual report or a declaration of exception, cf. § 12, paragraph 1. 1, no. 3, in the law of certain traders, annual reports or declarations of exceptional declarations shall be submitted for the missing period.

4) If, for a period of time, the company has had responsible participants who were capital companies, but this has not been reported, information on this subject shall be submitted for the missing period.

Businesses that have securities admitted to trading in a regulated market

§ 34. A company subject to section 2 (2). THREE, TWO. PC, section 3 or section 4 of the law of certain traders ' s obligation to notify the Enterprise and Corporate Office, when its capital shares, debt instruments or other transferable securities are admitted or are no longer engaged in trade in a regulated ; market in an EU or EEA country.

Cross-border merger and division

$35. Section 21-26 of this notice shall apply mutatis mucous to a transboundary concentration or splitting in which one or more companies with limited liability are subject to the law of certain operators and one or more equivalent undertakings with limited liability, under at least one other EU/EEC-country legislation.

Paragraph 2. In the case of a transboundary fusion or split in which a company with limited liability is involved in the law of certain traders, a declaration by the competent authority of those countries shall also be provided in the countries where : company law of the other participating undertakings shall be subject to the fact that the country's company law allows for cross-border merger and / or splitting with the company type concerned.

Chapter 5

Registration of operators ' funds

Arson, etc.

§ 36. Notification of the foundation of a contractor or notification that a fund has become economic operators, cf. Section 51 of the law on trader funds shall specify at least :

1) Name of the font and any binnames.

2) Address of the font and home authority of the Fund.

3) The Foundation ' s Foundation ' s Foundation ' s Foundation, Purpose and Latest Statutes.

4) The financial year and the first financial period of the Fund.

5) The size of the base capital, and whether it has been paid in cash or in other values.

6) Full name, function of the fund, cpr number, or cvr number and address of board members, directors, accountants, and any alternates on board members, directors and accountants.

Paragraph 2. The notification shall follow :

1) The legal basis for the establishment (testament, gift-letter or otherwise) of the Fund.

2) Attached and other documents were created on the basis of the foundation.

3) Proof that the basic capital has been repaid into the fund.

4) Documentation for the Fund to be an operator.

5) Information on whether the fund receives public subsidies and whether the fund is subject to other public supervision.

6) The latest annual report in the case of conversion to an entrepreneur fund according to Article 51 of the law.

Changes in registered conditions

§ 37. Change the statutes of the Change or to the subject of a change in recorded circumstances shall be notified of the amendments to be received in the Errecruitment and Corporate Management Board no later than four weeks after their adoption, unless otherwise specified in the legislation. Change the financial year, section 17, paragraph 1. TWO, ONE. and 3. ptangle, equivalent use.

Paragraph 2. The notification shall follow the legal adoption of the change. Any amendment to the bylaws must be submitted to date, with the complete wording of the new version.

Chapter 6

European Economic Company Groups and European Economic Enterprise Groups and so on.

§ 38. Notification of a European economic company or business location for a company group located in another EU country must at least indicate :

1) Name and address of the company group.

2) Full name or company, legal organization, address or registered office and, where appropriate, the registration number and place of the members of the company ' s members.

3) Full name and address for corporate group business drivers.

4) Duration of the company group if it is not unlimited.

Paragraph 2. The Company's Association Agreement must follow with the notification.

Changes in registered conditions

§ 39. Notification of changes relating to the company's relationship, cf. species. 7 of the Council Regulation No, 2137/85 of 25. In July 1985 on the introduction of European Economic Enterprise Groups (EEFG) must be received in the Errecruitment and Corporate Management Board no later than two weeks after the adoption of the change.

Paragraph 2. The notification shall follow the legal adoption of the change. Any change in the Foundation Agreement shall be submitted by the date of the full text of the text in the new version.

Chapter 7

Registration of European companies (SE-companies) and so on

§ 40. Notification of an SE company established in this country shall indicate at least :

1) The name of the SE and any binary names you have.

2) Address of the SE company and home municipality.

3) The Foundation ' s Foundation ' s Foundation ' s Foundation ' s Date and purpose

4) The company ' s financial year and the first financial period.

5) The size and payment method of the shares, and the amount of any excess cuiscule.

6) Full name, cpr number, function of the company and address of board members, CEOs, members of the supervisory board, and any alternate members of the Board of Directors.

7) Full name, cpr number, or resume / CV number and an accountant if the company is subject to a statement of assurance following the annual accounting law, or the company has voluntarily chosen to review its annual accounts.

§ 41. As an annex to notification to the Enterprise and Corporate Corporation of an SE company registered in this country, at least the following shall be :

1) The creation of an advent document and other documents produced in the event of its creation.

2) Officially proof of the nature of the foundation conditions under the terms of the SE regulation. 2 and, where appropriate, section 4 of the SE Act has been fulfilled.

3) Proof of the legality of the decision (protocol transcript).

4) Any transcript of the negotiating protocol for the constituent general assembly.

5) Any authority attestations.

6) Evidence of employee influence arrangements.

7) Possible evidence of payment of the capital.

8) Confirmation of a SE holding company certificate according to the nature of the SE. Thirty-three, paragraph. 5.

9) Information and documents which are also to be registered and published in accordance with the SE Regulation or national law.

§ 42. When a company registered here in the country participes in the foundation of an SE company in accordance with the rules of the SE. 2 (3). 1 or 2, and the SE shall have its registered office in another EU or EEA country, the notifier shall be at least following the documents referred to in Section 41 (1) of this Order. 1, no. One, two, three and nine. In the case of mergers to an Registration company, a declaration shall also be attached by the executive executive agency that the conditions in section 5 of the SE act are met.

Paragraph 2. Notification of registration of an SE-company registered registered office in another EU or EEA country must be received in the Errecruitment and Company Office within two weeks of the registration of the country concerned.

§ 43. As an annex to notification to the Corporate and Corporate Authority of an SE undertaking moving home to the country, at least the following shall be attached :

1) Moving plan and report.

2) Name of administration.

3) The memorandum of the company's foundation document and its bylaws.

§ 44. As an annex to notification to the Corporate and Corporate Authority of an SE company with its registered office in this country, where the registered office of a registered office of the European Union or the EEA country is to be located, shall be accompanied by at least :

1) The Move Plan and Report, as well as any other documents, drawn up on the basis of the move.

2) Proof of the legality of the decision (protocol transcript).

3) Statement by the management or administration body that the conditions in sections 6 and 7 of the SE Act have been met.

§ 45. Notification of the conversion of an SE company to a limited company shall have at least the full name, cpr number, function of the company and address of members of the board, directors, members of the supervisory board and any other suppleant. In addition, full name, cpr number, or resume / CV number and an accountant, if the company is subject to a statement of assurance following the annual accounting law, or the company has voluntarily chosen to review its annual accounts.

Paragraph 2. As an Annex to the review of an SE company to a limited liability company, the following shall be at least :

1) The transformation plan and any other documents created in the occasion of conversion.

2) Proof of the legality of the decision (protocol transcript).

3) The attestation of the assessment in accordance with the provisions of the SE. 66. 5.

§ 46. Change the rules of the amendment or the subject of a change in recorded circumstances shall be notified of the amendments to be received in the Errecruitment and Corporate Management Agency within two weeks of their adoption, unless otherwise specified in the legislation. Change the financial year, section 17, paragraph 1. 2, similar application.

Paragraph 2. The notification shall follow the legal adoption of the change. Any amendment to the bylaws must be submitted to date, with the complete wording of the new version.

Chapter 8

Notification of European Cooperative Companies (SCE companies) and so on

§ 47. Notification of a SCE company based in this country shall indicate at least :

1) The name of the SCE company and any binary names.

2) Address of the SCE Company and home municipality.

3) The foundation of the SCE company and purpose.

4) Fiscal financial year and the first financial period of the SCE.

5) The size and the payment method of the subscribed chapter.

6) Full name, function of the company and address of board members, CEOs, members of the supervisory board and the alternate members of the Board of Directors.

7) Full name, cpr number, or resume / CV number and an accountant if the company is subject to a statement of assurance following the annual accounting law, or the company has voluntarily chosen to review its annual accounts.

§ 48. As an annex to notification to the Corporate and Corporate Authority of an SCE company with its registered offices in this country, at least the following shall be :

1) Attachments and other documents produced in the occasion of the establishment.

2) Officially proof of the nature of the Foundation under the nature of the SCE Regulation. 2 and, if applicable, section 3 of the SCE Act have been met.

3) Proof of the legality of the decision (protocol transcript).

4) Any transcript of the negotiating protocol for the constituent general assembly.

5) Any authority attestations.

6) Evidence of employee influence arrangements.

7) Proof of payment of the part of the subscribed capital, which shall be paid in the drawing-up.

8) Information and documents which are also to be registered and published in accordance with the SCE Regulation or national law.

§ 49. Notification of the creation of a branch of a foreign SCE company shall at least indicate :

1) The name, location, registry and registration number of the foreign SCE company in the home Member State, its purpose and financial year.

2) The name, address and purpose of the Filial.

3) The full name, function of the company and its address to those who are authorized by third parties or in legal proceedings to oblige the company and branch of the Foreign SCE and the branch, and the manner in which their powers are laid down.

Paragraph 2. As an Annex to the notification, it shall be attached :

1) Officially, evidence that the foreign SCE company is legally comprized in the home country.

2) The foreign SCE corporate statutes.

3) The power of the Filials ' power of attorney.

$50. In the case of an SCE company in the country registered, one in this country shall participate in the establishment of an SCE Regulation. 2 (3). ONE, FOUR. stick, and the SCE must have registered office in another EU or EEA country, with the notification in accordance with the notification in section 48 (1). 1, no. The documents referred to in 1, 2, 3 and 8. In addition, a statement shall be attached from the competent authority of the cooperative undertaking to ensure that the conditions laid down in section 4 of the SCE are fulfilled.

Paragraph 2. Notice of the registration of an SCE company registered in another EU or EEA country must be received in the Enterprise and Company Office within two weeks of the registration of the country concerned.

§ 51. As an annex to notification to the Corporate and Corporate Authority of a SCE company which replaces its registered office in this country, the minimum must be attached :

1) Moving plan and report.

2) Name of administration.

3) The Foundation's foundation of the SCE and its statutes.

§ 52. As an annex to notification to the Corporate and Corporate Authority of an SCE company with its registered office in this country, the registered office of the registered office of a registered office to another EU or EEA country must be accompanied by at least :

1) The Move Plan and Report, as well as any other documents, drawn up on the basis of the move.

2) Proof of the legality of the decision (protocol transcript).

3) Statement by the management or administration body that the conditions in section 5 of the SCE Act have been met.

§ 53. Notification of transforming a SCE company to a cooperative company shall have at least the full name, function of the cooperative company and the address of the members of the board, members of the supervisory board and the members of the Board of Directors and the members of the Board of Directors.

Paragraph 2. In particular, as an Annex to the review of a SCE company to a cooperative company, the minimum must be attached :

1) The transformation plan and report, as well as any other documents, created in the occasion of conversion.

2) Proof of the legality of the decision (protocol transcript).

3) The attestation of the assessment in accordance with the nature of the SCE Regulation. 76, paragraph. 5.

§ 54. Change the rules of the amendment or the subject of a change in recorded circumstances shall be notified of the amendments to be received in the Errecruitment and Corporate Management Agency within two weeks of their adoption, unless otherwise specified in the legislation. Change the financial year, section 17, paragraph 1. 2, similar application.

Paragraph 2. The notification shall follow the legal adoption of the change. Any amendment to the bylaws must be submitted to date, with the complete wording of the new version.

Chapter 9

Notification of registration in accordance with tax and tax law

§ 55. Notification of registration in accordance with the laws listed in Annexes 1 and 2 of the notice of company registration in a number of tax and tax laws shall be at least :

1) The company name and possible binnames.

2) Company address, including additional addresses.

3) Company operating mode and industry.

4) Date of closure of the financial year.

5) The name, CVR number, or the Social Security number and the date of entry and withdrawal date of responsible participants in the enterprise.

6) Former proprietor of the previous owner.

7) The other conditions to which the undertaking shall be registered in accordance with the tax laws.

Paragraph 2. The notified conditions of the change shall be notified of the amendments to be received in the Errecruitment and Corporate Management Agency within two weeks of their adoption, unless otherwise specified in the legislation.

§ 56. The Management Board or customs and tax administration shall decide on registration on the basis of the notification, in accordance with the opinion of the Administrative Board or the customs authorities. the announcement of company registration in a number of tax and tax laws.

Paragraph 2. Registration happens in the Skate Corporate System. Proof of registration shall be issued.

Chapter 13

Appeal access

§ 57. The decisions of the Enterprise and Corporate Management Board pursuant to this notice may be brought to the Agency for the Agency no later than four weeks after the decision has been notified to the person concerned, cf. however, paragraph 1 2.

Paragraph 2. Decisions taken by the Errecruvs and the Danish Agency for the Agency shall not be subject to higher administrative authority in accordance with the rules governing the operation of the Community and the Danish Agency for the Administrative Board. § 62 (2) 2, cf. § 57, paragraph. ONE, ONE. pkton, in the law of entrepreneur funds.

Chapter 14

Punishment

§ 58. If severe penalties are not imposed on the penal code, abuse of access to registration, reporting and publication by means of Webreg and misuse of the digital signature, cf. cf. This notice § § 3, 5, 7 and 8, with fine.

Paragraph 2. Companies can be imposed on companies, etc. (legal persons) punishable by the rules of the penal code 5. Chapter.

Chapter 15

The entry into force, etc.

$59. The announcement shall enter into force on the 31. March, 2010.

Paragraph 2. At the same time, notice No 1525 of 13. In December 2007 on the review, registration, fee, and publication, etc., in the Enterprise and the Corporate and Corporate Authority (The announcement notice).

The Corporate and Corporate Management Board, the 25th. March 2010

Ole Blöndal

/ Grethe Krogh Jensen


Appendix 1

Documents to be submitted in Danish, Norwegian or Swedish, in capital undertakings

1) Stiftelsessesdocument.

2) Graduatas.

3) Assessment report on the report of appeals for arson, subsequent acquisitions and capital increases, in other than cash.

4) Invocation to a general assembly of state public limited liability companies.

5) The business order of the executive executive agency of state limited liability companies.

6) Fusion plan at national and transboundary fusion.

7) The assessment mandates of the creditor ' s position on national and transboundary fusion.

8) National and cross-border division spallout plan.

9) The assessment mandates of the creditor ' s position by national and cross-border division.

10) Training plan at the conversion of cooperatives to public limited liability companies.

11) Evaluation of the creditor ' s declaration on the conversion of cooperatives to limited liability company.

12) Notifications to be published concerning takeover bids.

13) Communications from government public limited companies.

14) Internal guidelines for compliance with the rules on state public limited liability companies.


Appendix 2

Keys

Registration and annual fees for the registration of registration

For registration of binnames in addition to 5 in a company or a party company, a fee is to be paid per. $1,000 crane name, cf. section 3, paragraph 3. 2.

In the case of a non-payment of the registration fee, a 200-rate ry-fee fee will be charged.

In the case of commercial operators, an annual fee of 1/6 of the own funds shall be paid by the own funds, but at least 100 kr. and more than $25,000.

The annual fee for funds shall include, inter alia, the receipt and the notification of annual reports, administration of the legislation concerned and certain not in particular price-paid benefits.

The fee is paid for a full calendar year at a time. The fee shall be calculated on the basis of the Fund ' s own funds, according to the annual report for the preceding financial year. It is necretenched to the nearest whole crown. The annual charge shall fall within five months after the expiry of an accounting year.


Appendix 3

Fees and charges for information and documents, etc.

Copies of company documents, annual reports and other accounts per service requested
$10,000.
Express the delivery of one or more services, Express Fee
$300.00.
The Accounting Page copied or printed in the express expedition per page
$4.00.
Confirmed Principals of the following documents
Complete printout
$400.00.
Composite Summary
$300.00.
Drawing printout
$10,000.
Corporate Certificate
$500.00.
Name Change Certificate
$500.00.
Registered users for CVR (www.Virk.dk/cvr)
Annual reports and other accounts delivered by the mail in PDF format
$37.50.
Personnel Map People Search
$800.
Extended Person Report
$44.00.
Corporate Report
$16.00.
Full Report
$32.00.
For special attestations, declarations etc. shall be paid on the bill.
Official notes

1) The Regulation shall be published in the Official Journal of the European Communities. In 199 by 31. July 1985.

2) The Regulation shall be published in the Official Journal of the European Communities. L 294 of 10. November 2001.

3) The regulation has been published in the Official Journal. L 207 by 18. August 2003, s. 1-24.

Editorial Note
Retryksnote
  • 17-04-2010 :
  • Publication no. 273 of 25. In March 2010 on the review, registration, fee and publication, etc., in the Enterprise and the Corporate and Corporate Authority (Declaration Order), shall be reprinted on the 16th. April 2010. The pressure is caused by the fact that the text headings 'Foundation' before sections 14 and section 28 wrongly had come to be as part of the chapter headings to chapters 3 and 4. The same applies in respect of the text heading 'Foundation and so on'. before section 36.