Law Amending The Law On Public Limited Companies And Private Limited Companies (Companies Act) (Implementation Of The Amending Directive On Reporting And Documentation Requirements In The Case Of Mergers And Divisions, Etc.) Reprinted Definitive Series

Original Language Title: Lov om ændring af lov om aktie- og anpartsselskaber (selskabsloven)(Gennemførelse af ændringsdirektivet om rapporterings- og dokumentationskrav i forbindelse med fusioner og spaltninger m.v.) Omtryk

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Law amending the law on public limited companies and private limited companies (companies Act) 1)

(Implementation of the amending directive on reporting and documentation requirements in the case of mergers and divisions, etc.)

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

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

§ 1

In Act No. 470 of 12. June 2009 on public limited companies and private limited companies (companies Act), as amended by section 1 of Act No. 159 of 16. February 2010, section 20 of the Act No. 718 of 25. June 2010 and section 2 of Act No. 720 of 25. June 2010, is amended as follows: 1. In the footnote to the title of the Act, the words ' and parts of the European Parliament and of the Council Directive 2007/63/EC of 13. November 2007 (the official journal of the European Union 2007 nr. L 300, page 48) amending Council Directive 78/855/EEC and 82/891/EEC as regards the requirement for the preparation of a report by an independent expert in connection with a merger or Division of public limited liability companies ' to: ', parts of the European Parliament and of the Council Directive 2007/63/EC of 13. November 2007, (Official Journal 2007 nr. L 300, page 48) amending Council Directive 78/855/EEC and 82/891/EEC as regards the requirement for the preparation of a report by an independent expert in connection with a merger or Division of public limited liability companies and parts of the European Parliament and of the Council directive 2009/109/EC of 16. September 2009 (the official journal of the European Union 2009 nr. L 259, p. 14) amending Council Directive 77/91/EEC, 78/855/EEC and 82/891/EEC and Directive 2005/56/EC as regards reporting and documentation requirements in the case of merger and divisions '.

2. § 5, nr. 4 and 5, shall be replaced by the following: ' 4) central governing body: a) the Board of Directors in companies that have an Executive Board and a Board of Directors, see. § 111 (1). 1, b) Executive Board of the companies alone have an Executive Board, subject to article 20. § 111 (1). 2, and c) Executive Board of companies that both have an Executive Board and a supervisory board, see. § 111 (1). 2.5), the governing body: a) the Board of Directors in companies that have an Executive Board and a Board of Directors, see. § 111 (1). 1, b) Executive Board of the companies alone have an Executive Board, subject to article 20. § 111 (1). 2, and (c)), the Board of supervisors in companies that have both an Executive Board and a supervisory board, see. § 111 (1). 2.«

3. In section 5, nr. 21, the words ' companies ': ' undertakings '.

4. In article 40, paragraph 2, the following is inserted as a 3. item:

» By registration or notification in accordance with paragraph 1 shall be submitted evidence that capital is paid to the company at the latest on registration or notification. '

5. In section 60 (1), (2). paragraph, the words ' no. 6 ': ' no. 3 '.

6. In article 71, paragraph 1, shall be replaced by ' paragraph 3 ' to: ' section 67 (3) '.

7. In paragraph 98, the words ' revised annual report ': ' annual report '.

8. In article 104, paragraph 2, be inserted after 1. item:

» In capital companies which do not have any securities admitted to trading on a regulated market in the EU/EEA country, this option can be waived in the case of capital statutes. '

9. In section 147, paragraph 3, the words ' paragraph 1 ' are replaced by: ' (2) '.

10. section 148 shall be replaced by the following: ' § 148. Changes relating to Auditor is elected pursuant to section 144, to be registered in the Danish Commerce and companies agency it system or be reported to the Agency, without prejudice to article. § 9. If the switch happens before the end of the profession accountant applies the provision in section 10, paragraph 2. ';

11. In article 165, paragraph 1, no. 2, the words ' section 35 ' to: ' § § 35 (a) and 35 (b) '.

12. In paragraph 223, paragraph 1, the words ' section 224 (3) ': ' paragraph 2 '.

13. section 231, paragraph 1 is replaced by the following:

» A capital company owners of capital can be decided in accordance with the requirements of section 106 resumed, if the distribution under section 223 is not started. It is a condition for the resumption, the selection of management and any auditor, and to draw up a statement of an assessor, see. section 37, if that capital is present. The share capital shall be decreased to the amount that is intact. Then the company capital is lower than the capital requirement referred to in article 6. section 4, paragraph 2, it shall be brought up to at least this amount. '

14. section 231 (3), is repealed.

15. In section 232, paragraph 1, shall be inserted after ' notification ' means ' to the Danish Commerce and companies agency '.

16. In section 232 is inserted as paragraph 3-5: ' (3). Is a capital company sent to forced resolution, it is a condition for the resumption of the company that the circumstances which justified capital company's transmission to the compulsory dissolution, is corrected. The adjustment must be carried out at the latest at the same time as the decision on the resumption, without prejudice. section 231, paragraph 1. Documentation for the modified conditions shall be submitted no later than simultaneously with the notification, see. (1).

(4). If the bankruptcy court has appointed a liquidator shall consent to the resumption.

(5). Is a company by the Court, without prejudice to compulsory dissolved decided. Section 230 may resumption does not take place. "

17. In article 237, paragraph 3, nr. 6, the words ' shares ' to: ' shares '.

18. In paragraph 238, paragraph 1 1. paragraph shall be added after ' justified ': ' without prejudice to article. However, paragraph 2 '.

19. In section 238 (1), (2). paragraph shall be added after ' associated with the setting ': ', and information on the preparation of the assessment report, if this is pursuant to section 240 to be prepared '.

20. In paragraph 238, paragraph 2, the words ' in private limited companies can share-holders ' to: ' Capital owners can '.

21. In paragraph 239, paragraph 1 1. paragraph shall be added after ' paragraph 2 ': ' and 3 '.

22. In article 239, paragraph 2, the words ' in private limited companies can share-holders ' to: ' Capital owners can '.

23. In section 239 is added as paragraph 3: ' (3). The provision of paragraph 1 shall not apply to capital companies having securities admitted to trading on a regulated market in the EU/EEA country, and which has published an interim report in accordance with the Danish financial statements Act, if the half-yearly financial report contains a revised interim accounts of the company and the half-yearly financial report is made available to the company's capital owners. '

24. paragraph 240, paragraph 2 is replaced by the following: ' (2). Assessment report may be omitted, if instead compiled a vurderingsmands opinion on the merger plan, see. section 241, or an vurderingsmands Declaration on the creditors ' position, see. § 242. '

25. In article 245, paragraph 6, shall be inserted after ' available for capital owners ': ' at the company's registered office or website '.

26. In paragraph 252, 2. paragraph, the words ' section 238 and '.

27. In paragraph 256, 1. paragraph shall be added after ' justified ': ' without prejudice to article. However, paragraph 2 '.

28. In paragraph 256, 2. paragraph shall be added after ' associated with the setting ': ', and information on the preparation of the assessment report, if this is pursuant to section 258 to be prepared '.

29. In section 256 repealed 3. paragraph, and that paragraph 2 shall be inserted: ' (2). Capital owners can decide in agreement that there is no need to draw up a draft statement. '

30. In article 257, paragraph 1 1. paragraph shall be added after ' paragraph 2 ': ' and 3 '.

31. In section 257 shall be added as paragraph 3: ' (3). The provision of paragraph 1 shall not apply to capital companies having securities admitted to trading on a regulated market in the EU/EEA country, and which has published an interim report in accordance with the Danish financial statements Act, if the half-yearly financial report contains a revised interim accounts of the company and the half-yearly financial report is made available to the company's capital owners. '

32. In section 258 is inserted after paragraph 1 as new paragraph: "(2). Assessment report may be omitted if there is instead drawn up an opinion on the draft terms of Division, see vurderingsmands. section 259, or a vurderingsmands Declaration on the creditors ' position, see. § 260. '

Paragraphs 2 and 3 shall become paragraphs 3 and 4 hereafter.

33. In article 262, paragraph 1 3. paragraph, the words ' 255 ' to: ' 260 '.

34. In article 263, paragraph 2, the words ' 261 ' to: ' 260 '.

35. In article 263, paragraph 6, shall be inserted after ' available for capital owners ': ' at the company's registered office or website '.

36. In section 266, paragraph 2, be inserted after nr. 1 as new number:» 2) distribution of the portions of the assets and liabilities which are transferred or remain in each of capital the companies involved in a Division "

No. 2-5 is then no. 3-6.37. In section 267, paragraph 3, the words ' 241 ', to: ' 259 '.

38. The heading to section 270 shall be replaced by the following: ' simplified procedures for vertical divisions etc. '



39. In section 270 shall be added as paragraph 2: ' (2). If a cleavage occurs one or more new companies with share capital and shares in these companies are assigned capital of the transferring company in proportion to their shareholdings or votes of the transferring company, the provisions of §§ 256, 257 and 259 and section 266, paragraph 1 shall not apply. '

40. In paragraph 273, 2. paragraph shall be added after ' associated with the setting ': ', and information on the preparation of the assessment report, if this is pursuant to section 275 shall be drawn up '.

41. In section 274 (1) 1. paragraph shall be added after ' paragraph 2 ': ' and 3 '.

42. In article 274, paragraph 2, the words ' in private limited companies can share-holders ' to: ' Capital owners can '.

43. In paragraph 274 paragraph 3 is added: ' (3). The provision of paragraph 1 shall not apply to capital companies having securities admitted to trading on a regulated market in the EU/EEA country, and which has published an interim report in accordance with the Danish financial statements Act, if the half-yearly financial report contains a revised interim accounts of the company and the half-yearly financial report is made available to the company's capital owners. '

44. In section 275, paragraph 1 1. paragraph shall be added after ' report from an insurance adjuster ' means ' without prejudice. However, paragraph 2 '.

45. section 275, paragraph 2 is replaced by the following:
' (2). Assessment report may be omitted, if instead compiled a vurderingsmands opinion on the merger plan, see. section 276, or a vurderingsmands Declaration on the creditors ' position, see. § 277. '

46. In paragraph 280, the fifth paragraph shall be inserted after ' available for capital owners ': ' at the company's registered office or website '.

47. In paragraph 289, (1). 4, shall be replaced by ' Kaptalejerens ': ' Capital of the owners '.

48. In paragraph 289, paragraph 1 repealed ' 6) the creditors ' requirements notified under § 278 is settled. '

49. In paragraph 290, 2. paragraph, the words ' section 272, paragraph 1 and paragraph 2, no. 1, 2, 4, 6 and 12 ' to: ' section 272 (1). 1, 4 and 6-12, and paragraph 2 '.

50. In paragraph 293, 2. paragraph shall be added after ' associated with the setting ': ', and information on the preparation of the assessment report, if this under section 295 shall be drawn up '.

51. In article 294, paragraph 1 1. paragraph shall be added after ' paragraph 2 ': ' and 3 '.

52. In paragraph 294 is inserted as paragraph 3: ' (3). The provision of paragraph 1 shall not apply to capital companies having securities admitted to trading on a regulated market in the EU/EEA country, and which has published an interim report in accordance with the Danish financial statements Act, if the half-yearly financial report contains a revised interim accounts of the company and the half-yearly financial report is made available to the company's capital owners. '

53. In section 295 shall be inserted after paragraph 1 as new paragraph: "(2). Assessment report may be omitted if there is instead drawn up an opinion on the draft terms of Division, see vurderingsmands. section 296, or a vurderingsmands Declaration on the creditors ' position, see. § 297. '

Paragraphs 2 and 3 shall become paragraphs 3 and 4 hereafter.

54. In the heading of § 296 words ', including remuneration '.

55. In section 300, paragraph 5, shall be inserted after ' available for capital owners ': ' at the company's registered office or website '.

56. In paragraph 333 (1), (3). section, and section 334, (2). paragraph, the words ' the ' to: ' 331 ' 332.

57. In paragraph 333, paragraph 2 2. paragraph, the words ' the ' to: ' 319 332 '.

58. In paragraph 334, paragraph 4, shall be inserted after ' available for cooperative «:» on cooperative company's registered office or website '.

59. In article 337, paragraph 2 1. section, the term ' concentration ', to: ' omdannelsens '.

60. In article 337, paragraph 3, nr. 4, 1. section, the term ' Capital ' to: ' members ' of the owners '.

61. Section 367, paragraph 1 is replaced by the following:

' Violation of § 1, paragraph 3, sections 2, 10 and 15, section 24, paragraph 2, article 30, article 32, paragraphs 2 and 3, article 33, paragraph 4, article 38, paragraph 2, article 42, paragraph 1, article 44, paragraph 1, article 50, paragraph 1, article 51, paragraphs 1, 2 and 6, § 52, section 53 (1) and (2), sections 54-56, 58-61, 89, 98 and 99, § 101, paragraphs 3, 4, 7 and 8, sections 108 and 113-119 section 120 (3), sections 123, 125, 127-134, 138 and 139, § 160, 3. paragraph, section 179, paragraph 2, section 180, 181, § 3. paragraph, article 182, paragraph 3, section 190 (2), (3). paragraph, article 192, paragraph 1, article 193, paragraph 2, § § 196, 198 and 202-204, § 205 (1), § 206, § 207, paragraph 3, article 210, paragraph 214, (2) and (3), section 215, paragraph 1, article 218, paragraph 2, article 227, paragraph 2, § § 228 and 234 EC, article 339, paragraph 6, article 340, paragraph 3, section 347, § 349 (2) and (3) and §§ 354, 356, 357 and 359 are punishable by a fine. A company's maintenance of measures taken in contravention of section 206 or paragraph 210, punishable by fine. '

62. In paragraph 367, paragraph 4, shall be inserted after ' § 172 «:», § 244, paragraph 3, section 262, paragraph 3, article 279, paragraph 3, article 299, paragraph 3, article 333, paragraph 3 '.

§ 2

In Act No. 718 of 25. June 2010 amending the Bankruptcy Act and various other acts. (Reconstruction, etc.) is amended as follows: 1. section 20, no. 11, is repealed.

§ 3

In Act No. 720 of 25. June 2010 amending the Danish financial statements Act and companies act. (Modification of audit obligation) is amended as follows: 1. section 2, nr. 8, is repealed.

§ 4 paragraph 1. The Minister for economic and Business Affairs establishes the time of the entry into force of the Act. The Minister may determine, including the provisions of the Act will come into force at different times.

(2). The Minister may lay down rules derogating from the provisions in the law relating to registration and publication, and which requires adaptation of the Danish Commerce and companies agency it system until the necessary adjustments of the it system is completed.

§ 5 paragraph 1. The law does not apply to the Faroe Islands and Greenland.

(2). The law may, by Royal Decree in whole or in part be put into force for Greenland of the discrepancies that the Greenlandic conditions warrant.

Given at Christiansborg Palace, on 21 April. December 2010 Under Our Royal hand and Seal MARGRETHE r./Brian Mikkelsen Official notes 1) Act contains provisions implementing parts of the European Parliament and of the Council directive 2009/109/EC of 16. September 2009 (the official journal of the European Union 2009, nr. L 259, p. 14) amending Council Directive 77/91/EEC, 78/855/EEC and 82/891/EEC and Directive 2005/56/EC as regards reporting and documentation requirements in the case of merger and divisions.