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Notice Of Resolution, Reconstruction, Bankruptcy And Merger Of Traders Funds (Resolution Notice)

Original Language Title: Bekendtgørelse om opløsning, rekonstruktion, konkurs og fusion af erhvervsdrivende fonde(Opløsningsbekendtgørelsen)

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Table of Contents
Chapter 1 Liquidation
Chapter 2 Reconstruction or bankruptcy
Chapter 3 Capital Loss, Enforcement, etc.
Chapter 4 Fusion of funds
Chapter 5 Fusion on takeover of a full-owned subsidiary
Chapter 6 Entry into force into force

Confession on solution, reconstruction, bankruptcy and mergers of economic operators

(Solvent Nobodiment)

In accordance with section 50 of the law of economic operators, cf. Law Order no. 560 of 19. The year May 2010 shall be :

Chapter 1

Liquidation

§ 1. Decisions on winding-up proceedings shall be taken in accordance with the provisions of Article 48 (3) of the law. The decision shall be notified to the Enterprise and Corporate Protection Agency within two weeks of the decision to be taken and approved by the Fund authority.

Paragraph 2. A fund that is under winding-up must retain its name with the addition 'in liquidation'.

Paragraph 3. The decision shall be taken in accordance with paragraph 1 in accordance with the status of the statute for a specified period of time. One of the board alone.

§ 2. To make the liquidation action, the appointing authority shall appoint one or more liquidators that will enter the board and the location of any Directorates. The laws of the law of the Administrative Board shall apply to the liquidators with the necessary relief.

Paragraph 2. At the same time, the Administrative Board shall, at the same time, make the decision that the Fund shall enter into liquidation, decide on the option of liquidator. The winding-up liquidator shall be notified to the Enterprise and Company Management Board, at the same time as the notification of the winding-up decision, cf. § 1.

Paragraph 3. The Liquidator may not have been a member of the Board of the Fund or any Executive Board and shall be independent in relation to the Fund ' s purpose and activities.

§ 3. The Liquidator shall make a statement on the main causes of the winding-up proceedings, including indicating whether there are grounds for commencing with a view to prosecution. The statement by the Liquidator shall be submitted shortly after the appointment is submitted to the Fund authority.

§ 4. In the case of the Registration and publication of the Management Board of the Management Board of the Management Board, the Management Board ' s decision to enter winding-up proceedings shall be made in accordance with the provisions of the Management Board. Section 1 (1). 1, the Fund ' s creditors shall be called for within 3 months to notify their requirements to the liquidator.

Paragraph 2. The Liquidator can take the intake of the estate at the earliest when the time limit referred to in paragraph 1 1 has expired.

Paragraph 3. Where a claim is not recognised as notified, the creditor shall be notified by registered letter or by means of notification, thereby being able to be substantiated by the same level of security. The creditor shall be informed that the issue must be submitted to the probate, within four weeks of the submission of the notification, if the decision is to be contested.

§ 5. When a fund has entered winding-up proceedings, records may not be made in respect of the Fund, except for the change of the auditor, the location and the liquidator.

Paragraph 2. The provisions of the Law on the economic and financial reporting, auditing and on annual reporting to Errecruvs and Corporate Accounts shall apply mutatis mutandis to funds during winding-up proceedings, with the deviations following : of this chapter.

§ 6. If it is shown in the winding-up operation that the conditions that have led to a decision on the winding-up proceedings of the fund are no longer available, the winding-up of the liquidator in accordance with the provisions of the Law of the Act shall decide that the winding-up period shall be raised and the Fund shall be resigned in a new establishment.

Paragraph 2. If the liquidation of the liquidation is approved, a Management Board and auditor shall be appointed in accordance with the Fund ' s statute and the law.

Paragraph 3. Is the basic capital less than DKK? Three hundred thousand, it must be brought up to at least this amount, and the terms of the law must, by the way, be fulfilled.

Paragraph 4. The decision to resume the resumption must be notified to the Enterprise and Company Management Board no later than four weeks after the decision has been taken and approved by the Fund authority. Documentation must be provided for the foundation capital of the fund, cf. Section 9 of the law.

§ 7. Determination of the liquidator ' s remuneration shall be carried out in the light of the degree and nature of the work, the responsibilities of the work, and the results obtained under the circumstances.

Paragraph 2. The fee for the liquidator shall be approved by the Fund authority.

§ 8. Sharing the Fund ' s resources may not be carried out only after the approval of the Fund authority.

Paragraph 2. Following the approval of the liquidator ' s final liquidation accounts, this shall be submitted by the Authority ' s approval to the Corporate and Corporate Office, and the fund is deleted by the Management System.

§ 9. Where additional funds are obtained after the Fund has been registered as disbandage or, furthermore, there may be a reason for it, the settlement of the decision by the Fund Authority may temporarily be resumed.

Paragraph 2. Notification of the reassumption of the boating and its completion respectively shall be received in the Errecruitment and Corporate Office within two weeks of the decision of the Fund authority.

Chapter 2

Reconstruction or bankruptcy

§ 10. On behalf of the Fund, the request for redesign or bankruptcy shall be filed by the Administrative Board, the liquidator or the Fund authority. The court shall notify the Agency for Reconstruction or Bankruptcies for Reconstruction or Bankruptcies.

Paragraph 2. If the liquidator finds that the liquidation will not give full coverage to the creditors, the liquidator shall submit a petition for reconstruction or bankruptcy.

§ 11. A fund that is under reconstruction processing must retain its name with the addition ' during redesign processing. `

Paragraph 2. A fund that is under bankruptcy must retain its name with the addition 'under bankruptcy'.

Paragraph 3. In a fund in which the reconstructor has taken control, records relating to the Fund may not be carried out in respect of the fund, except for the change of auditor designated by the constructor.

Paragraph 4. Where there is a bankruptcy request, records relating to the Fund may not be made with the exception of altering the auditor ' s auditor.

Paragraph 5. The court shall notify the Agency for the closure of the Enterprise and the Agency. In the context of the registration of the bankruptcy of the bankruptcy, the Fund shall be deleted from the Errecruitment and Corporate System (IT) system, unless otherwise stated by the notification of the notice.

Chapter 3

Capital Loss, Enforcement, etc.

§ 12. The Management Board shall have an opening of the board meeting in the last three months after the Fund has lost more than half of the basic capital. The Board of Directors shall state the financial position of the Fund and shall make proposals that lead to full coverage of the basic capital, or to make proposals on the solution of the fund.

Paragraph 2. The Management Board may comply with paragraph 1. 1, taking into account the section 11 of the Act of the Law, decide to set up the foundation capital of the Fund. If the basic capital of a reduction shall be less than the amount provided for in Article 9 (1) of the law, 1, the board shall make proposals to the Fund to be dissolved.

Paragraph 3. The Management Board shall no later than four weeks after the meeting of the board meeting, cf. paragraph 1, submit a copy of the summary of the board meeting, cf. Article 21 (1) of the law. 4, with the statement of the financial position of the Fund, to the Fund authority.

Paragraph 4. They shall not be called to the Board of Directors, or the Board of Directors shall not decide to enrich the Fund ' s capital conditions under paragraph 1. 1, and this does not happen within the period of one of the Fund or the Corporate and Corporate Authority, the Foundation shall dissolve the Fund in accordance with the rules laid down in Section 14 of the notice.

§ 13. If, under the terms of Article 59 of the Directive, one of the Enterprise and Corporate Management Board has undertaken the scrutiny of the written report of the Errecruvs and Corporate Services, the auditors shall recommend that the fund be disband-before a month to convene the Fund ; board meeting, where the subject is on the agenda.

Paragraph 2. If the board does not refer to the board meeting, or the board shall not decide to dissolve the Fund in accordance with paragraph 1. 1, the fondsman shall decide, cf. Article 48 of the law on whether or not the fund should be dissolved as necessary in accordance with the provisions of section 14 of the notice.

§ 14. The Corporate and Corporate Management Board may, in compliance with Article 48 of the Act, ask the head of the Fund to dissolve a fund, if any,

1) The Fund does not have it in the law or the statutory board of directors or an auditor, and it is not possible for the Fund authority to appoint a new board or auditor in accordance with Article 16 (4) of the Act of Law. 2, or Section 29 (3). 2,

2) The Fund does not have the registered office or its registered office in the law or in the Fund ' s Staff Regulations ;

3) in cases covered by Article 12 (2) of the notice, it shall not be adopted in the case of such a solution. 4, or Section 13 (3). 2,

4) The Fund shall not submit the annual report to the Errecruitment and Corporate Office in due course, in accordance with the annual accounts bill.

Paragraph 2. The decision to demand that the fund is dissolved will be published in the IT system of the Commervices and Corporate Management Board.

Paragraph 3. A fund that is under coercion must retain its name with the addition 'under coercion solution'.

Paragraph 4. The shifter may appoint one or more liquidators. The probate may also appoint an accountant.

Paragraph 5. In the case of the solution, the provisions on winding-up proceedings in Chapter 1 of the Order of the Order shall apply, with the necessary adjustments. Where necessary, the costs of the periodic payment shall be paid by the treasury.

§ 15. During the period from the Fund to Shipping to the Skipping and to the appointed liquidator, the Management Board of the Fund may only make arrangements, which are customary and necessary, and which can be carried out without prejudice to the Fund, its creditors or others.

Paragraph 2. Where the Corporate and Corporations Authority or the Fund authority has been decided that a fund must be dissolved, records may not be made concerning the fund other than changing the auditor ' s auditor ' s auditor and the last of the liquidator liquidator.

Chapter 4

Fusion of funds

§ 16. A fund can be dissolved without winding-up proceedings by handing over the Fund's assets and obligations as a whole to an existing fund or by mergers of additional funds to a new fund.

Paragraph 2. The decision by the Management Decision on merger in each fund shall be taken in accordance with the provisions of Article 48 of the law.

§ 17. The forms of the merging funds shall compose and sign in conjunction with a merger plan to include information and provisions relating to :

1) the name or names of the funds, including whether the name or the name of the name of the named fund are to be used as a binary name for the conunding fund,

2) the home of the funds,

3) the time from which the rights and obligations of a listed fund are to be considered as surpassed, cf. paragraph 2,

4) any particular advantage given to the members of the boards of the Funds, management or other members of the Funds ; and

5) draft statutes, provided that the merger is carried out, in addition to the name and, where appropriate, the name of the recording of the associated Fund. biname as name or binary name for the enmooring fund.

Paragraph 2. The Fusion plan must be signed at the latest at the end of the financial year in which the timing of the concentration ' s accounting effect shall be reached, cf. paragraph 1, no. Three, form part. If the deadline has been overextended, the receipt of the merger plan will not be published.

§ 18. The Management Board of each Fund shall draw up a written statement in which the merger plan is explained and justified in the light of the consent and consent of the provisions of the law in Article 48.

§ 19. If the merger plan is signed more than six months after the end of the financial year for which the Fund ' s latest annual report relates, a balance shall be drawn up for the relevant merging Fund, unless the Fund authority is dispensing from this ; requirements.

Paragraph 2. The balance sheet to be drawn up in accordance with the annual accounting law must not have an account date that is more than three months prior to the signing of the merger plan. Medium balance must be reviewed.

20. If there is a new fund within the concentration of the merger, the section 9, paragraph 9, will be found. 2, on the corresponding use of appeals in the report. Declaration pursuant to Article 9 (4) of the law. TWO, THREE. pkt., must not have been prepared more than three months prior to the time of signing of the merger plan.

§ 21. For each of the merging funds, one or more irresilient expert appraisers shall draw up a written declaration as to whether the creditors in the individual fund are sufficiently secured by the merger. The assessment men shall be appointed on the section 37 of the company law.

Paragraph 2. If the boards of the merging founders wish to use one or more common assesses, these shall be designated by the request of the governing board at the location where the consecutive fund has its head office. The Danish Act of Title 37 (2). 2 and 3 shall apply mutatis muted to the proportion of the rating funds to all merging funds.

§ 22. If the creditors in the individual fund are not adequately secured by the merger, the creditors ' declaration may not be creditors whose claims have been established prior to the publication of the merger plan after paragraph 23 (3). 2, and for which no separate security has been lodged, no later than six weeks after the publication of the Fusion Plan, notification of their debts to the Fund. In such cases, the adopted concentration may not be registered after the expiry of the six-week period.

Paragraph 2. Requying claims that are overdue may be requested, and for claims which are unfallen may require reassuring security.

Paragraph 3. Unless otherwise provided, the guarantee shall be as set out in paragraph 1. 2 shall not be required where the recovery of the claims has been secured by means of special legislation for the concentrations of the merging Funds.

Paragraph 4. If there is a dispute between the Fund and notified creditor disputes whether to ensure security or whether an offer is sufficient, both parties may not later than two weeks after the claim has been notified, take the case to the court on the case of the claim ; head office of the Fund for the decision of the question.

Paragraph 5. The creditor may not have a binding effect on the agreement which is based on the claim, waiter the right to require the security of paragraph 1. 2.

-23. The signing of the merger plans shall have received a copy of the merger plan within four weeks of the signing plan ' s signature. If the deadline has been overextended, the receipt of the merger plan will not be published. In addition, the statement by the valuers shall be sent to the Section 21 of the notice to the Corporate and Corporate Management Board in this connection.

Paragraph 2. The receipt of the documents referred to in paragraph 1. 1 shall be published in accordance with Article 56 of the law If the creditor ' s declaration of the creditors ' section 21 is assumed that the creditors in the individual fund are not sufficiently secured after the merger, then the publication shall contain information about it and draw the attention of the creditors to their attention ; rights by the section 22 of the notice.

Paragraph 3. The Enterprise and Corporate Management Board shall transmit the receipt of the merger plan, etc., in accordance with the publication of the merger plan. paragraph 1, the documents received to the Fund authority.

§ 24. The requirements of section 25, number of the notice. 1 and 2 shall be fulfilled no later than the end of the submission date of the annual report for the period during which the timing of the concentration ' s accounting effect shall be granted, cf. Section 17 (3) of the notice. 1, no. However, the date of the receipt of the merger plan pursuant to section 23 (3) shall be included, however, within 1 years of the Commissioning and Corporate Management Order. If the deadline is passed, the decision on the implementation of the concentration is forfeit its validity, and the drawing up of the merger plan pursuant to section 17 of the notice shall be considered as lost.

Paragraph 2. If a fund that arises as part of a concentration, a contract shall reach an agreement before the fund is registered and the co-contractor is aware that the Fund is not registered, unless otherwise agreed, withdraw the contract, where notification is made, registration has not been received in the Management Board no later than the end of the date referred to in paragraph the time limit set, or if the registration is denied. If the co-contractor was unaware that the fund was not registered, then this will be able to withdraw the agreement as long as the Fund is not registered.

§ 25. A corresponding Fund shall be deemed to be dissolved and its rights and obligations shall be deemed to have been taken as a whole for the sequenced or new fund when :

1) the consent and consent of the merger have been given, cf. Act 48,

2) where applicable, where the section 22 of the notice is settled,

3) the implementation of the concentration is the register of the IT system of the Errecruitment and Corporate Management System.

Chapter 5

Fusion on takeover of a full-owned subsidiary

SECTION 26. If a parent fund at fusion takes over a full-owned subsidiary, which is an asset or liability company, the Foundation shall inherit the assets and responsibilities of the stock undertaking and the undertakings as a whole so that the company dissolves without winding-up proceedings. The rules laid down in Chapter 4 of the Order of the Order shall apply with the necessary adjustments.

Paragraph 2. The decision in the related company shall, in this case, be taken by the senior management of the company. The decision of the Management Decision may not be taken at the earliest four weeks after the publication of the merger plan, etc., in accordance with the provisions of the Enterprise and the Corporate Management Board. Section 23, paragraph 1. 2.

Paragraph 3. The decision in the related company shall be a condition for the effect of the fusion of the concentration, cf. § 25, may enter.

Chapter 6

Entry into force into force

§ 27. The announcement shall enter into force on the 15th. December 2011.

Paragraph 2. At the same time, notice No 249 of 23. March 2006 on the solution of economic operators (liquidation, bankruptcy, coercion solution and fusion) (Solvent notice).

The Corporate and Corporate Management Board, the 171. November, 2011

Victor Kjær

/ Lars Bunch