Law on the amendment of company law, the law of certain traders, annual accounting law and the Central Company Registry

(Introduction of entrepreneurship, lowering the minimum requirements for company capital, the elimination of the possibility of establishing new companies with limited liability covered by the law on certain traders, etc.)

We, by God's grace, the Queen of the Danes, do our thing.

The parliament has adopted the following law, and we know that the following law has been approved by Parliament's consent :

§ 1

In the company law, cf. Law Order no. 322 of 11. April 2011, as amended by Section 1 of law no. 477 of 30. May 2012, Section 1 in Act 1. 1231 of 18. December 2012 and Section 1 of the Law No 1383 of 23. December 2012, the following changes are made :

1. I Section 2 (2). TWO, ONE. pkt., section 38, paragraph. 3, section 41, paragraph. FOUR, ONE. pkt., section 44 (4). Paragraph 1, section 60, paragraph. THREE, ONE. Pkt., § 160, 3. pkt., section 181, 4. pkt., and § 190, paragraph. TWO, THREE. pkt., the ' Errecruitment and Corporate Management Board ' shall be replaced by the 'Corporate Management System'.

2. I Section 3, paragraph 3. 1, inserted after "§ 2" : ", paragraph ONE-THREE, "

3. I Section 4 (4). 2, "80,000" to : "50,000".

4. I § 5 is inserted after no 13 as new number :

" 14) Entrepreneurship :

An anpartcompany, cf. no. 2 that do not have a registered capital capital of at least 50,000 kr; and which meets the conditions in section 357 a. ` ;

Number 14-20 becomes the second paragraph. 15-21.

5. I § 5, nr. 17, No, no. 18, the following shall be inserted after ' anpartundertaking ' shall mean the following : ', including an entrepreneurship ' ;

6. I § 5 is inserted after no 20, there will be no. 21, as new number :

" 22) Multilateral trading facility :

The definition of a multilateral trading facility in section 40 (3). 1, in the Act on securities trading, etc. shall apply. '

Number 21-24 will then be number 21. 23-26.

7. I § 5, nr. 22, No, no. 24, a company shall be replaced by the following : ` 'The estate of a capital undertaking `.

8. I § 5 is inserted after no 24, there will be no. 26, as new number :

" 27) Regulated market :

The definition of a regulated market in section 16 (3). 1, in the Act on securities trading, etc. shall apply. '

Number 25-28 becomes the second paragraph. 28-31.

9. I § 5, nr. 28, No, no. 31, and § 134, 1. pkt., a subsidiary of a subsidiary shall be replaced by ' a subsidiary ` ;

10. I § 17, paragraph 1. 1, the following shall be inserted after "met :", including that the capital base is present ".

11. I Section 20 (2). 1, the following words shall be inserted after ' taken ` shall mean the founders '.

12. I section 24 (2). 1, the ' establishment ' shall be replaced by the following : "founder".

13. I § 27, paragraph. 1, no. 4, section 144, paragraph 1. FOUR, TWO. pkt., section 156 (1). 2, no. 3, section 225, paragraph 1. 1, no. 4, and § 350, paragraph. 1, no. 3, the ' annual report ` shall be replaced by ' annual accounts, etc. ` ;

14. I § 28, no. 5, the following shall be inserted after ' executive bodies ' : ' including information on the management structure selected, cf. Section 111, and in limited companies, information on the number or minimum number of members of the various management bodies and possible alternates as well as the selection period for the members of the executive executive body '.

15. Section 32 (1). 4, ITREAS :

" Stop. 4. Proposals to set up the capital undertaking with a higher or lower company capital than set out in the statutes may be adopted only by the consent of all the founding members and capital signs. ` ;

16. Section 33 (4). 1, ITREAS :

" It must be paid for at all times 25%. of the company chapter, but at least 50,000 kr. To be determined, the stock exchange rate must be paid in full, regardless of the fact that part of the corporate capital is not recovered. In the case of partners, a possible overheading must not be paid in full but may be partially paid with the same proportion as the company capitale. If all or part of the corporate capitle is paid by deposits of other values other than cash, cf. in section 35, however, the entire company chapter and a possible overheading must be fully recovered. `

17. § 36, paragraph. 3, ITREAS :

" Stop. 3. In addition, the rating report shall include an opening balance for the capital undertaking by the Foundation for the Foundation ; The opening of the open balance sheet must be drawn up in accordance with the set of rules that the company draws up its annual report. The opening of the open balance sheet must be without prejudice. If the capital undertaking is subject to the obligation to audit by the annual accounting law or other legislation, the opening balance must also be provided with a declaration of auditing without reservation. `

18. I § 37, paragraph. ONE, TWO. pkt., the following may be inserted after ' may ' founders ' shall mean ' alone `.

19. I § 38, paragraph. 1, no. 1, ' Assets, which are individually measured and presented in a year or group accounts for the preceding financial year, which have been drawn up ' shall be : ' Assets and obligations (net assets) which are measured to day value and presented individually for a year, or group accounts for the preceding financial year. The annual or group accounts must be drawn up `.

20. I § 38, paragraph. 2, no. 1, the ' asset ' s value ` shall be replaced by ' the assets and liabilities (net assets) and their values ` ;

21. I § 40, paragraph. 6, the ' a determining capital item in another holding ' shall be replaced by ' a determinant of mail ownership in another establishment '.

22. I § 41, paragraph. 2, the ' Date of Foundation ' is replaced by ' the date of legal action, as defined in : `. § 40, paragraph. Three-five that's after ".

23. § 42 is hereby repealed and the following shall be inserted :

" § 42. The principal executive agency of the Fund shall be responsible for the acquisition of assets from founders, capital owners and members of the management of the capital company not to the detriment of the company, its capital owners or creditors.

§ 42 a. A stock company ' s acquisition of assets from a founder shall be approved by the General Assembly if :

1) the acquisition occurs in the period from the date of signature of the Foundation, and up to 24 months after the company has been registered, and

2) The remuneration corresponds to at least one-tenth of the society capitale.

Paragraph 2. The central management body of the limited liability company shall in need of the Joint Assembly ' s decision to approve the acquisition of a statement on the circumstances in which the acquisition is made. '

24. I § 43, paragraph. 1, in section 42, paragraph 1 shall be amended. 1 ' shall be : section 42 (a) (1). 1 '.

25. Section 44 (2). 1, ITREAS :

' The central executive body shall publish the statement, cf. § 42 a, paragraph. 2, and the assessment report or the Management Declaration, cf. Section 43 of the IT system in the IT system within two weeks of the date of approval of the acquisition by the general meeting. `

26. I Section 44 (2). 2, "§ § 42" to : "§ § 42 a".

27. I § 51, paragraph. FIVE, TWO. pkt., in the words ' section 58 (4), 2 ' shall be : ' § 58, paragraph 1. One and two.

28. § 52 ITREAS :

" § 52. The ownership book for a capital undertaking which has issued name shares shall include the following information, cf. however, paragraph 1 3 :

1) The overall position of capital owners of capital shares.

2) The name and address of capital owner and the panels and for the name, cvr number and registered office of the establishment, cf. paragraph 2.

3) Date of acquisition, dispositions or pantstatement, including the size of the capital shares.

4) The voting rights associated with the capital shares.

Paragraph 2. If the capital owner or the Pan-holder are a foreign national or a foreign legal person, the message shall be provided, cf. Section 53 (3). 1 shall be accompanied by other documentation, which shall ensure a unique identification of the capital owner or the paiver.

Paragraph 3. For limited liability companies which have issued ownership or shares issued through a security of securities, paragraph 1 shall apply to the provisions of this Annex. 1 and 2 shall not apply. ` ;

29. Section 53 (3). ONE, THREE. pkt., ITREAS :

' Where capital shares are transferred, no reporting obligations shall be required, cf. however, paragraph 1 4. "

30. I § 53 pasted as paragraph FOUR :

" Stop. 4. The capital company, respectively, of the driver of the owner book, shall give the owner proof that listing is recorded or, once the statutes decide, to deposit the certificate of ownership to prove that something has happened. ` ;

31. § 54 ITREAS :

" § 54. The ownership of a limited liability company which has issued a holder ' share shares shall contain information on serial number. `

32. I § 55, paragraph 1. THREE, TWO. pkt., the following shall be added after ' market ` : ' or a multilateral trade facility ` ;

33. § 59 ITREAS :

" § 59. A ownership certificate may include one or more capital units. An owner certificate encomplicates several shares shall indicate the size of each of the capital shares or any denotable value. An owner certificate comprising one or more non-possession shares shall indicate the serial number of the individual holder of the holder. ` ;

34. I § 60, paragraph. 4, the serial number or the amount or the value of the capital shares shall be replaced by the size or the value of the capital shares or the value of the holder ' s shares and the serial number of the holder ' s shares in the event of an ironable value. `

35. I § 61, paragraph 1. 4, ITREAS :

" Stop. 4. The central management body shall ensure that the implementation of a capital reduction and the amount of the reduction amount shall be recorded in a security central as soon as possible after implementation. '

36. I § 63, 2. pkt., in the words ' section 4 (4), 3, ' to : section 4 (4). 1, "

37. I ~ 64, paragraph. 1, the words ', cf. Section 7 (2). 1, no. Two, in the law on securities trading, etc., ".

38. I § 67, paragraph. ONE, ONE. pkt., the words ' transfer ` shall be replaced by : ' Transition `.

39. I § 67, paragraph. 2, in the case of 'the debate' is replaced by 'the main debate'.

40. § § 70-72 ITREAS :

" § 70. Owner a capital owner more than 9 /l0 of the capital shares in a capital undertaking and the owner has a similar part of the votes, the capital owner may decide that the capital shareholders in the capital should leave their capital shares to their deposits ; of the capital owner. In this case, the minority capitaries of the minority in question shall be urged to assign their holdings to the depositors of capital to the depositive capital as no later than four weeks after the call to the General Assembly. In addition, the Minority Group (s) shall also be called upon to assign the capital shares to the depositors of the deposits to the depositors of capital to the same notice.

Paragraph 2. The terms of the solution and assessment basis for the solution rate must be reported in the call. In addition, it must be stated that the solution rate should be provided if no agreement is reached on this subject shall be determined in accordance with the rules laid down in section 67 (4). 3, by an estimated man, enrolled by the right of the seat of the capital undertaking. In the case of a completed takeover bids in accordance with Chapter 8 of the securities trading Act, etc., the rules on pricing are applicable to the solution unless a minority capital owner to the inlet should be used ; the capital owner shall make a request for the price to be determined by a discremale, cf. however, paragraph 1 Furthermore, the call shall contain the information referred to in paragraph 1. THREE, ONE. Act. In addition, the invitation must include a statement from the central management body of the capital undertaking on the overall conditions of the solution. Finally, it shall be notified that after the expiry of the time limit referred to in paragraph 1, the capital units shall be ONE, TWO. pkt., will be noted in the name of the capital owner book in accordance with Article 72 (2), in the name of the capital owner. The former minority capital owners, however, maintain the right to demand appraisal of the judgment in accordance with the opinion of the Committee on the Committee on the European Union. § 72, paragraph. 3. The same information shall be recorded in the notice in accordance with paragraph 1. ONE, THREE. Act.

Paragraph 3. If the estimate of the estimate or a decision after Article 67 (4), 3, leading to a higher injection course than offered by the depositing capital owner, shall also be valid for the minority capitons in the same class who did not wish to make an assessment. The costs of the exchange rate shall be borne by the one who has submitted a request for the exchange rate. If an assessment or decision is made higher than is offered by the depositing capital owner, the court appointed by the estimated holder may impose, in full or in part, the cost of the depositing of capital, in whole or in part.

Paragraph 4. In any event of an optional tender, the price shall be deemed to be reasonable if the tenderer has obtained at least 90% of the tenderer's acceptance. the amount of the entitled capital which was covered by the tender. In any case, the invitation to tender shall be considered to be considered in the tender in any case as reasonable.

§ 71. Encapes the acquisition of shares in a capital undertaking that has one or more shares admitted to trading in a regulated market in an EU/EEA country, in accordance with section 70 (4). 1, or in accordance with paragraph 31 (1), Paragraph 1, in the Act of securities trading, etc., shall apply the rules on pricing laid down by law on securities trading, etc., unless a minority capital owner makes a request for the price to be determined by a discreet, cf. § 67, paragraph. 3.

Paragraph 2. In the case of a successful takeover bids, see the solution in respect of a successful takeover bids. Section 70 (3). TWO, THREE. pkt., may the use of the movers in the same form as specified in the tenderer's original takeover bids, or it may be paid in cash. Minority capitors can always demand cash payment as a moo-up at the settlement.

Paragraph 3. A request for a solution in connection with a successful takeover bids, cf. Section 70 (3). TWO, THREE. pkt. shall be made no later than three months after the end of the tender period in the bidder's takeover bids.

Paragraph 4. The Danish Agency for the Management Board shall lay down rules concerning the tenderer's solution to the other capital owners, including where the stock options are to be performed in connection with a successful takeover bids, cf. Section 70 (3). TWO, THREE. Act.

§ 72. Does not have any minority capitos not within the time limit set out in section 70 (3). ONE, TWO. .. The depositor of their holdings to the depositor of the depositor shall, without prejudice to the deposits of the deposits concerned, without prejudice to the deposits concerned, the depositor shall be deposited as soon as possible to the benefit of the minority capitors concerned. capital shares, cf. the right of the debtor's right to free itself by landfill.

Paragraph 2. At the same time, with the deposit, any ownership of the deposits issued for deposited capital is deemed to be cancelled. The central management body of the company draws attention to the fact that new owners of ownership are given a claim that they replace cancelled ownership.

Paragraph 3. The previous depositors now depositing capital owners shall be reproclaimed in the IT system of the Commercial Management System with a notice of at least 3 months to make the right to demand an assessment by the person in accordance with the opinion of the Danish Board of Acquidation, cf. § 67, paragraph. 1, forfeit at the end of the deadline. Furthermore, the date of any discremanding or judgment pursuant to Article 67 (2) shall be provided. 3, illufise. "

41. § 74 ITREAS :

" § 74. The company ' s statutes may include provisions on the reduction of the company capital by entering into the capital (amortisation) capital, including provisions on the state of the amortization process.

Paragraph 2. The payment of the capital owners may be remunorate, cf. paragraph 1, in the case of issuance of debt securities, provided that such provisions are included in the statutes.

Paragraph 3. The main executive body may initiate amortisation, in the case of capital holdings, which are designed to ensure that the provisions on the reduction of the company capital in amortisation are included in the articles of association. The measures adopted by the amortization can be adopted by the central executive body.

Paragraph 4. In the case of capital reduction as part of the amortisation, the announcement of the invitation to the creditors of the company ' s creditors shall not be made to report their claim to the company in the IT system of the Commercial Management System, provided that the following conditions are met :

1) The reduction shall be cancelled by the cancellation of fully depositing capital.

2) The capital shares either have been obtained without remuneration or for a payment that does not exceed the amount of money which may be used for profit, including by issuing debt securities.

3) An amount equal to the due value of the cancelled capital shares shall be added to a special fund. `

42. § 75 revoked.

43. § 80, paragraph. 4, revoked.

Paragraph 5 shall then be referred to in paragraph 5. 4.

44. § 84 ITREAS :

" § 84. In private companies which share shares in trading in a regulated market, a shareholder ' s right to participate in a general assembly and to vote in association with shareholders ' shares in relation to shares in the shareholder shall be based on : the registration date.

Paragraph 2. The stock holding and voting rights of an shareholder shall be reposted on the basis of the registration date on the basis of the registration of the capital owners registered in the owner ' s book, as well as the notifications of ownership of the limited liability company to which the stock has been imported ; in the owner book.

Paragraph 3. The date of registration is 1 week before the meeting of the General Assembly.

Paragraph 4. The revenues may provide that a shareholder ' s participation in a general assembly no later than three days before the meeting of the General Assembly shall be notified to the company. The notification of participation shall not preclude the shareholder, after notification, of a decision to be represented at the full power of the holder.

Paragraph 5. In limited liability companies which do not have shares available for trade in a regulated market and in anpartcompanies, the statutes may decide :

1) Paragraph 1-3 shall apply mutatis muctis.

2) Paragraph 4 shall apply mutatis muctis. `.

45. § 85, 2. pkt., is hereby repealed and the following shall be inserted :

' The shares of holdings and subsidiaries of subsidiaries in the parent undertaking shall not be included in the decision to be taken into account in the form of the decision to be taken by the voting and ownership share. 2. Act. does not, however, apply in the balance of capital and voting shares after paragraph 55. `

46. I § 88, paragraph. 1, no. 3, in the words ' annual accounts ' shall be replaced by ' annual accounts etc. ` ;

47. I § 96, paragraph. 2, in section 92 (2), 1 or 5 " to : " § 92, paragraph. 1 '.

48. I § 115, no. 5, the ' decrees ' shall be replaced by ' the holding ' shall be replaced by ' the board '.

49. I § 116, nr. 5, changes ' shall be replaced by ' the capital undertaking ' shall be replaced by ' the ' shall be replaced by '.

50. I Section 118 (1). TWO, TWO. pkt., in the words ' Capital of the Fund ' shall be replaced by ' the Executive Board '.

51. § 119, 2. pkt., revoked.

52. I § 134, 2. pkt., the "parent company" is replaced by : 'parent business'.

53. I § 139, paragraph 1. ONE, ONE. pkt., the following ' regulated market ` shall be inserted : ' or a multilateral trade facility ` ;

54. I § 142, 1. pkt., the words ' members of the Board ' shall be replaced by : ' members to the executive executive '.

55. I § 143, nr. 4, ' employees ' means the following : ' including rules on the establishment of voluntary participation arrangements for employee representation and the central management body ' s access to change the company ' s statutes as a result of it ` ;

56. I § 145, 1. pkt., ' A subsidiary ` shall be replaced by ' A subsidiary `.

57. I § 145, 2. pkt., the ' subsidiary ` shall be replaced by ' the subsidiary '.

58. section 147, paragraph 1. 3, ITREAS :

" Stop. 3. Confederal auditor to claim requirements pursuant to paragraph 1. In the case of the General Assembly, the accountant shall issue a separate declaration on this subject to the general assembly, unless the annual report is approved by the General Assembly in the review declaration of the annual report. `

59. I section 155 (5). 3, no. 4, is " § 158, nr. 5, 6, 9, 10 and 11 "to :" § 158, nr. 2, 6, 7, and 10-12. "

60. section 156 (4). 3, ITREAS :

" Stop. 3. If the decision to increase the increase in capital is to be taken by the general assembly, the shareholders may decide to derogate from paragraph 1. If the decision on the capital increase is to be taken by the central executive agency, after the prior authorisation of the General Assembly, see it in. section 155, find paragraph. 2 mutatis mutilation shall be equivalent to the use of the authorization by the central management body. However, the central executive body may take a decision on the derogation from paragraph 1. 2, unless the General Assembly in connection with the notification of the authorization to the central executive body has taken a decision that the procedural requirements in accordance with paragraph 1 shall be taken. 2 shall not be deviated from. `

61. I § 158 in two different places ' capital ' shall be replaced by the capitle of the self-creation chapter.

62. I § 158 is inserted after no 1 as new number :

" 2) whether partial payment may be made, '.

Number 2-11 will be no more. 3-12.

63. section 159 (4). 1, ITREAS :

" If the central management body of the company exploits an authority to increase capital by drawing up new capital shares announced under Article 155, the decision shall indicate :

1) the minimum and maximum amount of the company capital must be increased by,

2) the size or number of shares of capital,

3) when the new capital shares provide rights to the benefits and other rights of the capital undertaking ;

4) the estimated cost of the increase to be paid by the capital undertaking,

5) the drawing-up period and a period of at least two weeks from the date of dispatch of the notification to the capital owners, in the case of capital owners, to use the right of drawing up of the right of entry ;

6) the deadline for the payment of capital shares and the rules for distribution by drawing up the capital units not drawn on the basis of the right of entry ;

7) whether the new capital shares may be recovered in any value other than cash, cf. § 160, or

8) whether the new capital shares may be recovered in the conversion of debt, cf. § 161. "

64. I § 165 (5) 5, in the report, shall be replaced by ' reported to : ' registered or registered for registration `.

65. § 169 (4) 2, no. 2, revoked.

Number 3-7 will then be no. 2-6.

66. I § 169 (4) 2, no. 4, No, no. The 'drawing deadline' is replaced by 'the deadline for drawing capital units'.

67. I § 173, paragraph 1 1 and 2, inserted after ' notification ` shall be inserted : ' for registration `.

68. Section 174 (4) 1, ITREAS :

' Registration or notification to record the application of a capital increase cannot be recorded until the company capital and any rate of return on which it is to be paid under this law, cf. Section 33, or the statutes, have been paid. `

69. I § 179 (4) TWO, TWO. pkt., the following shall be inserted after ' cover ' shall be inserted : "corporate capital and".

70. I § 181 is inserted after 2. Act. :

" The balance after paragraph 36, paragraph. 3, shall be drawn up as a take-over balance for the transferor ' establishment '.

71. I § 182, paragraph 1. ONE, ONE. pkt., shall be replaced by ' at least one ' shall be ' the first `.

72. § 182, paragraph 1. 3, ITREAS :

" Stop. 3. The extraordinarily dividentacular yields Paraguants 1 and 2 may only be used funds covered by section 180 (1). 2, as well as earned surpluses and free reserves which have occurred or been released after the period which is no later than an annual report, unless the amount is unloaded, consumed or bound. `

73. I § 183, paragraph 1. ONE, TWO. pkt., the words ' allure ` shall be replaced by ' sufficient '.

74. I § 183, paragraph 1. 5, pasted as 4. and Act 5. :

' The central executive body shall publish the declaration in the IT system ' s IT system within two weeks of the decision on encoding, in accordance with the decision to be made, cf. Section 9 (1). 3. The balance after paragraph 36 (3). 3, shall be drawn up as a take-over balance for the transferor ' establishment '.

75. I § 183, paragraph 1. SIX, TWO. pkt., the ' Administrative Board ' shall be replaced by the following : "Protocol".

76. section 187, paragraph 1. ONE, TWO. pkt., revoked.

77. I § 190, paragraph. 2, is inserted after 1. Act. :

" The balance after paragraph 36, paragraph. 3, shall be drawn up as a take-over balance for the transferor ' establishment '.

78. I § 191, 2. pkt., the following shall be inserted after ' is ' registered or '.

79. I Section 192 (2). 1, ITREAS :

' The creditors of the capital undertaking shall be reduced by means of capital reduction for payment to the capital owners or to the provision of special reserve, cf. § 188, paragraph 1. 1, no. 2 and 3 calls for the notification of their requirements to the company within a period of four weeks. This is done by the registration and publication of the central management body by the Corporate Management Board to reduce the corporate capital. `

80. I Section 192 (2). 2, the words ' shall be replaced by ' shall be added to the drawing of at least. '

81. Section 192 (2). 3, revoked.

82. § 193 ITREAS :

" § 193. When the creditors ' deadline for notification of the capital undertaking have expired, cf. Article 192, the central executive body may decide to apply the capital reduction to the payment to capital owners or to refer to a special reserve if it is justifiable to implement the capital reduction, cf. § 115, no. 5, section 116, no. 5, and section 118 (1). TWO, TWO. pkt., cf. however, paragraph 1 4.

Paragraph 2. 4 weeks after the creditor ' s deadline for notification of the capital undertaking has expired, the Danish Business Authority may register without notice that the capital reduction for payment to the capital owners or the submission of a special reserve shall be : completed, unless the company has registered or reported to the registration that the decision on the capital reduction shall be cancelled, cf. paragraph 3, or that the reduction of capital shall only be implemented by means of a subsequent registration or notification to the Acquidicial Board, cf. paragraph 4 and 5. The Danish Board of Directions may provide for certain amendments to the capital undertaking following the registration of the decision on capital reduction, cf. Article 191 means that the decision on the capital reduction shall be cancelled or that the capital reduction must be carried out by means of a subsequent registration or notification of registration to the Corporate Authority.

Paragraph 3. If a capital reduction in payment to the capital owners or to the provision of special reserve cannot be carried out in accordance with the published, cf. Article 192, or it is not justifiable to carry out the capital reduction, cf. § 115, no. 5, section 116, no. 5, and section 118 (1). TWO, TWO. PC shall, before the expiry of the time limit laid down in paragraph 1, the central executive body. TWO, ONE. a record, recording or reporting that the decision on capital reduction is cancelled.

Paragraph 4. A capital reduction in the payment of capital owners or special reserve shall not be carried out in the event of notification, overdue claims, and not on request, a reassuring security for unforfeit, or The Danish Agency shall decide on one of the parties ' request to ensure that an offer of security is considered to be reassuring.

Paragraph 5. A capital reduction in payment to capital owners or to refer to the special reserve shall be registered or reported for registration, cf. Article 9, at the latest at the end of the submission date of the annual report, which shall, at the latest 1 year after the decision on the capital reduction, shall enter the date of the decision on the capital reduction. If the deadline is overtaken, the decision to implement the capital reduction shall be lost. `

83. Section 197, paragraph 1. ONE, ONE. pkt., ITREAS :

" If a capital undertaking acquires own share of capital against remuneration, the company may use only amounts which may be used for the purposes of the extraction of dividending, cf. § 180, paragraph 1. TWO. "

84. § 219, paragraph 1. 2, ITREAS :

" Stop. 2. The Liquidator may at any time be disposed of by the person who has chosen or designated the person concerned. '

85. § 220, paragraph. ONE, TWO. pkt., revoked.

86. § 220, paragraph. 3, ITREAS :

" Stop. 3. Where a capital undertaking has been decided to enter winding-up proceedings, no decision may be taken on the amendment of the registered conditions relating to the capital undertaking, except as follows :

1) Change of liquidator.

2) Change of the company's possible auditor, which is selected to change the annual accounts of the company and so on.

3) Capital upros.

4) Amendment of the statute as a result of a general assembly decision to amend a previous decision on the revision of the company ' s future annual accounts, etc., if the capital company is not subject to the annual accounting law, or other legislation, cf. § 88, paragraph. 1, no. 3.

5) The home address of the company ' s home address to the address of the liquidator, if it is not possible to contact the company at the site of the existing home address, or where the concrete circumstances are exceptionally in favour of it.

6) Recording, cf. § 231.

7) Fusion, cf. however, section 246 (2). 1, and section 247 (4). 1.

8) Splitting, cf. however, sections 264 and § 265 (3). 1.

9) Cross-border merger, cf. however, section 281 and § 282 (4). 1.

10) Cross-border division, cf. however, sections 301 and § 302 (1). 1. "

87. § 221, paragraph 1. ONE, ONE. pkt., ITREAS :

' In the case of registration and publication in the IT system of the Commercial Management System, in accordance with section 220 (2), 1, the creditors of the company ' s creditors are called upon to report their claim to liquidator within three months of the date of its publication. `

88. section 224, paragraph 1. 1, ITREAS :

" When the settlement is closed, the General Assembly may take the decision on the final winding-up of the undertaking. The Botherapy must not be completed before any disputes pursuant to section 221 (2) are to be disputed. THREE, TWO. Pkton, finally settled. The equivalent rate may be exceded sooner or after the end of the settlement, cf. "however, section 223."

89. § 228 ITREAS :

" § 228. Where the Danish Agency has decided that a capital firm is to be dissolved, no decision can be taken on the amendment of the registered conditions relating to the capital firm except as follows :

1) Insertion of a liquidator appointed by the ski check, cf. § 227, paragraph 1. THREE, ONE. Act.

2) The change of a liquidator appointed by the disc.

3) Insertion of an auditor appointed by the discounting, cf. § 227, paragraph 1. THREE, TWO. Act.

4) Amendment of an accountant appointed by the disc.

5) Recording, cf. § 232.

6) Fusion, cf. § § 236-253, cf. however, paragraph 1 2.

7) Splitting, cf. § § 254-270, cf. however, paragraph 1 2.

8) Cross-border merger, cf. § § 271-290 and 311-317, cf. however, paragraph 1 2.

9) Cross-border division, cf. § § 291-311 and § 318, cf. however, paragraph 1 2.

Paragraph 2. Decisions on fusion, division, transboundary fusion or cross-border division shall require the diversion or the possible figure of the liquidator to join this.

Paragraph 3. If the consecutive undertaking of a concentration or transboundary concentration or the receiving company in a division or transboundary split is subject to a split, the transaction can be decided on only if a decision is taken at the same time, re-intake of the company, cf. § 232. "

90. § 229 ITREAS :

" § 229. During the period from the transfer to the shift to the transfer and to which a liquidator has been appointed, or the undertaking has been dissolved, the company ' s management shall have to do so in the capital undertaking alone the arrangements required to be carried out, and which may be carried out ; without prejudice to the company and its creditors.

Paragraph 2. The previous management of the company ' s capital undertaking shall be obliged to assist the probate and any liquidator appointed by the disc, as necessary, with information on the activities of the company so far. Similarly, if the case is not able to obtain information from the company ' s previous management, the company ' s auditor shall apply to the accounting firm. The management and auditor shall provide the information necessary for the shifling of the ship, including any nominated liquidator, the assessment of existing and future requirements.

Paragraph 3. In groups, the management of the subsidiary undertakings shall also be obliged to assist the probate and any liquidator appointed by the probate, cf. paragraph 2 if the parent company is sent to the coercion solution,

Paragraph 4. The court may convene former members of the company ' s management and company ' s auditor ' s auditor to meet in the order to obtain information pursuant to paragraph 1. Two and three. "

91. I § 232, paragraph 1. 3, pasted as Act 4. :

" If the capital undertaking at the time of the request for resumption has not been submitted for financial years in which the submission period has timed out, the receipt of these annual reports shall also be subject to a condition of the resumption. '

92. I § 233 inserted after paragraph 1. 4 as new paragraph :

" Stop. 5. A capital undertaking may take part in mergers and cross-border mergers as the registered company and in splits and transboundary spines as the incoming company whose curator accets to this. ' ;

Paragraph 5 shall then be referred to in paragraph 5. 6.

93. Section 234 (4) TWO, TWO. pkt., revoked.

94. § 235, paragraph. ONE, ONE. pkt., ITREAS :

" The court may decide that the estate of a capital undertaking which, after resolution of the payment declaration, shall be determined, cf. section 216, or after completion of winding-up proceedings have been deleted in the IT system of active capital undertakings, reassertation shall be summarized if additional funds are provided for distribution. '

95. I § 236 pasted as Three. Point. :

"The transfer can be performed without the consent of creditors."

96. I Section 237, paragraph 1. 2, " § 248 (4) 2 and 3 "to :" § 248 (4) 2-4.

97. I Section 238 (4) 1, the ' merger plan ' shall be replaced by ' the proposed concentration including a possible concentration plan ' ;

98. § 239 (4) 1, is hereby repealed and the following shall be inserted :

' If the merger plan is signed more than six months after the end of the financial year in which the company ' s last annual report relates, for the participating undertaking participating in the merger, an intermediate balance shall be drawn up, cf. however, paragraph 1 4 and 5.

Paragraph 2. In a concentration in which the preparation of a merger plan has been deducticous, cf. Section 237, paragraph 1. 2, in the case of the participating undertaking participating in the concentration, an inter-balance shall be drawn up if the decision to deselect a concentration plan has been made more than six months after the end of the financial year as the last annual report of the capital undertaking, related to, cf. however, paragraph 1 4 and 5.

Paragraph 3. The balance sheet to be drawn up in accordance with the rules set by the Capital Corporation shall not have a draft date which is more than three months preceding the signing or decision on the decision on the absence of a decision ; The merger plan. The balance sheet must be revised if the capital undertaking is subject to the obligation to audit according to the annual accounting law or other legislation. `

paragraphs 2 and 3 shall then be set out in paragraph 1. 4 and 5.

99. I § 240, paragraph 1. 2, the ' merger plan ' shall be replaced by ' the proposed concentration `.

100. The heading before section 241 shall be replaced by the following :

' Assessment of assessment of the proposed merger, including a possible concentration plan '.

101. § 241, paragraph 1 1, ITREAS :

' In each of the capital undertakings participating in the merger, one or more acious, expert judgement shall draw up a written statement on the merger plan, including the remuneration, cf. paragraph 4. In a concentration where the preparation of a merger plan has been deducticous, cf. Section 237, paragraph 1. 2, the assessment man shall submit a written opinion on the proposed concentration, including the remuneration, cf. paragraph 4. The capital owners may decide in agreement that such a statement by an assessment man on the proposed concentration should not be drawn up, cf. 1. and 2. Pct. "

102. I § 242, 1. pkt., inserted after ' by the merger ' shall mean the following : ` in relation to the current situation of the company `.

103. § 243, paragraph 1 ONE, ONE. pkt., ITREAS :

" If the assessors of their declaration of creditors ' position, cf. Section 242 considers that the creditors of a single company are not sufficiently secured after the merger, or if no statement by an assessment man on the creditor ' s position may be creditors whose claims have been upfront in respect of the publication of the Commercial Management Board pursuant to section 244, no later than 4 weeks after the publication, their claims shall be notified to the company. ` ;

104. § 243, paragraph 1 6, revoked.

105. The heading before section 244 is replaced by the following :

" Transmission of information on the proposed concentration, including any merger plans and, where appropriate, the assessment mandates of the creditor ' s position '.

106. § 244 ITREAS :

" § 244. The Danish Agency for the Management Board shall have received a copy of the merger plan within four weeks of the signing of the merger plan, cf. however, paragraph 1 If the deadline is passed, the receipt of the merger plan will not be made public, and the merger is not adopted.

Paragraph 2. If the participating capital undertakings have taken advantage of the possibility of framing the preparation of a merger plan, cf. Section 237, paragraph 1. In the case of 2, this shall be communicated to the Danish Agency for the Administrative Board, stating the names and numbers of the participating capital companies.

Paragraph 3. Evaluation declaration of the creditor ' s position, cf. § 242, 1. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 4.

Paragraph 4. If the option to deselect the drawing up of an assessment mandate for the creditor ' s position, cf. § 242, 2. ..................

Paragraph 5. The receipt of information and documents provided by the Business Management Board, cf. paragraph One-four, shall be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 243 contains the publication of the Acquilice Management Board.

Paragraph 6. The Management Board may lay down detailed rules on the disclosure of the financial undertakings of any merger plans and any accompanying documents. ` ;

107. § 245 ITREAS :

" § 245. The decision to carry out a concentration must not be taken at the earliest four weeks after the publication of the Commercial Management Board, cf. § 244, paragraph 1 5, of the receipt of information relating to the merger envisaged, cf. however, paragraph 1 Two and three. If the publication relating to section 244 (4), 1 or 2, and relating to section 244 (4), 3 or 4 has taken place separately, the deadline shall be set at 1. Act. from the latest publication time.

Paragraph 2. In a concentration where there is party to party and whose rating men in their declaration on the creditor ' s position, cf. Section 242 considers that the creditors of each anpartcompany are sufficiently secured after the merger, the anpartmen may agree upon the publication of the Commercial Management Board, cf. § 244, paragraph 1 5, of the receipt of the information on the proposed concentration, decide to derogate from the time limit referred to in paragraph 1. 1.

Paragraph 3. In a concentration where the merger plan is opted, cf. Section 237, paragraph 1. In the first place, there is no requirement for the Agency for the Management Board to be published, cf. § 244, paragraph 1 5, prior to the arrival of the parties concerned, the implementation of the merger shall be able to decide on the implementation of the merger if a judgment declaration of the creditor ' s position has been drawn up, cf. Section 242, and the assessors of their declaration concerning creditors ' s position, the creditors of the individual anpartcompany are sufficiently secured after the merger.

Paragraph 4. Where the related capital undertaking has concluded a financial year before the date of the rights and obligations of the capital undertaking to be regarded as transferred to the consecutive company, and the General Assembly is not yet to be considered. has approved the annual report for this financial period, the General Assembly shall approve the annual report for this financial period at the latest, at the latest with the decision to implement the merger.

Paragraph 5. Creditors requesting must be informed of when decisions are taken on the possible implementation of the concentration.

Paragraph 6. The implementation of the merger must be in accordance with the merger plan if a merger plan is drawn up. If the concentration is not adopted in accordance with a possible merger plan, the proposal shall be deemed to have lapd.

Paragraph 7. The following documents shall, if prepared, no later than four weeks before a decision on the implementation of a concentration shall be made available to the capital owners on the seat of the company or to their website, unless they agree that they agree that they are not ; the relevant documents shall not be submitted prior to or at the meeting of the general meeting, cf. however, paragraph 1 8 :

1) The merger plan.

2) Each of the approved annual reports of the participating undertakings participating undertakings for the last three financial years or the shorter time the capital undertaking must have passed.

3) Fusion statement.

4) Medium balance.

5) Evaluation report on report deposits.

6) The assessment men ' s opinion on the proposed concentration, including any fusion plan, shall be carried out.

7) The assessment of the creditor ' s position of creditors.

Paragraph 8. Capital Owners who so request shall have access to the documents referred to in paragraph 1 of this Article. SEVEN. "

108. I § 246 (4) 3, and Section 247 (4). 2, the terms of the merger plan shall be replaced by the following : " information on the proposed concentration, including a possible concentration plan ".

109. I Section 247 (4). 1, pasted as Act 2. :

' Is the capital undertaking during winding-up proceedings may only be decided if the encoding of capital owners has not yet been initiated and at the same time at the same time taking a decision to resume the company, cf. § 231. "

110. I § 248, inserted after paragraph 1. 1 as new paragraph :

" Stop. 2. In a concentration in which the preparation of a merger plan has been deducticous, cf. Section 237, paragraph 1. 2, the central management bodies shall state of significant events, including essential changes to the assets and obligations that have been made in the period between the balance day of the company ' s recent annual report and the annual meeting of the company. ` ;

paragraphs 2 and 3 shall then be set out in paragraph 1. 3 and 4.

111. § 248 (4) 2, there will be paragraph 1. paragraph 3 is replaced by the following

" Stop. 3. In a concentration in which a single party is involved, the adoption of the implementation of the concentration must be taken into account in respect of the adoption of the concentration of the concentration unless the relevant information is given in a possible concentration plan, in accordance with the relevant concentration. SECTION 237 :

1) Names and names of the partners, including the name or binary name of a related company, enter as a binary name for the devatory anpartsseltator.

2) The fee for the parties involved in a related anpartcompany.

3) The time from which the parties to which may be paid shall be the right to yield.

4) The time from which the rights and obligations of an indigenous party are to be considered as outdone.

5) Attachments, cf. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

112. I § 248 (4) 3, there will be paragraph 1. The provisions of paragraph 4 shall be amended. The requirements of paragraph 2 shall be : 3 ".

113. I § 249 (4) 3, the ' plan ' shall be replaced by the proposed concentration.

114. § 250 ITREAS :

" § 250. The merger is considered to be completed and a related capital undertaking shall be deemed dissolved, and its rights and obligations shall be deemed to have been exceeded as a whole for the consecutive capital undertaking, cf. however, paragraph 1 2 when :

1) The merger has been decided in all of the existing capital companies participating in the merger.

2) The creditors ' claim filed after section 243 is determined.

3) The requirement for compensation under Article 249 is settled, or a reassuring security has been lodged with the requirement. If an assessment mandate has been drawn up on the proposed concentration, including the remuneration, and the judgment given in the evaluation term, the estimations are justified and justified by the judgment, shall also have declared that their opinion is carried out, the remuneration is not disputed to a significant extent. The appraisers decide if security is reassuring.

4) The terms of paragraph 1. 6 on the choice of members to the executive executive and the auditor are fulfilled.

5) An Executive Board shall be employed if, as part of the merger, a new capital undertaking is to have a management model where the executive executive is either a management board or a supervisory authority, cf. § 111, paragraph 1. 1.

Paragraph 2. where the time when the rights and obligations of the capital undertaking are to be regarded as transferred to the consecutive capital undertaking, after the time of decisions to complete the merger, the concentration of mergers shall be repriced ; legal effects, cf. 2. and 3. pkt., however, at the time of the accounting time of accounting. The timing of the concentration of the concentration cannot be later than two weeks after the decision to carry out the merger, but not later than the date on which the concentration of the concentration or notification was recorded. The timing of the accounts and the time of the decision to carry out the merger must also be in the same financial year for the participating capital undertakings.

Paragraph 3. When the conditions of paragraph 1 are 1 and 2 are fulfilled, the capital owners shall be in a capital undertaking which will be paid with capital shares, capital owners in the consecutive company.

Paragraph 4. There may not be remuneration for capital shares in a related capital company owned by the merging capital undertakings. section 31 and section 153 (3). 2 shall apply mutatis mutis to fusion.

Paragraph 5. Chapter 3 on the foundation, Chapter 10 on the capital increase and Chapter 14 on solution shall not apply to a concentration unless provided for in the provisions on fusion, cf. § § 236-252.

Paragraph 6. Dannes der at the establishment of the merger, and shall be made the choice of members of the executive executive and the possible auditor not immediately after the General Assembly has adopted the merger, no later than two weeks thermolation shall be held, general assembly of the new holding of capital for the choice of members of the executive executive and any auditor. The General Assembly shall also decide whether or not the future annual accounts of the company ' s holdings should be revised if the capital company is not subject to the annual accounting law or any other legislation. `

115. § 251 (2) 1 and 2, ITREAS :

' The adopted concentration shall be registered or registered for registration in accordance with the registration of each capital undertaking. section 9 of the Danish Business Authority, within two weeks of the merger, in all of the existing capital undertakings participating in the merger. The continuation of the participating capital undertaking may register or report the concentration on behalf of participating capital undertakings. The registration or notification shall be attached to the documents referred to in section 245 (1). 7, no. 3-7, if the documents were drawn up. The concentration of concentration may not be recorded until the effects of the concentration of concentrations have been entered in accordance with section 250 (3). One and two.

Paragraph 2. The concentration on concentration shall be registered or notified to be registered, cf. section 9, at the latest at the end of the submission date of the annual report for the period during which the date of the concentration is made, within 1 year of the date of publication of the Commercial Management Board, cf. § 244, paragraph 1 5, of the receipt of information relating to the merger envisaged. If one of these two dates is to be overtaken, the decision on the implementation of the concentration shall be lost, and any merger plan in accordance with section 237 shall be deemed to have been lost. `

116. I § 253 " § 244 (4), ONE, ONE. and 2. pkt., and paragraph. TWO, ONE. pkt., "to :" § 244, paragraph. 1, 2, and 5, ".

117. I § 254 (4) 1, "new shares of shares " are replaced by the following :" new shares of shares created by the division of the division, " and ' new capital undertakings ' shall be replaced by ' new capital undertakings forming part of the implementation of the division '.

118. I § 254 (4) 2, in accordance with the publication of the draft plan, the publication of the draft plan shall be replaced by : ' The publication of the contract management document. § 262 (2) 5, relating to section 262 (1). One or two.

119. § 254 (4) 3, ITREAS :

" Stop. 3. If one or more of the recipient capital companies in a fission are formed within the framework of another fission or concentration which has not been completed, this must be included in the division of the division plan, cf. section 255, or if the split plan is opted out of the decision on the adoption of the division, cf. § 266. A division to new captive capital undertakings forming part of a different division or concentration shall be carried out in the immediate extension of the division or concentration formed by the new capital undertakings as part of, cf. § 269. "

120. I § 255, paragraph. 2, in section 266 (2), 2 and 3 ' shall be : section 266 (4) ; Two, three and four.

121. I § 255, paragraph. 5 and 6, inserted after ' paragraph 3, no. 3, ' : ' or § 266 (4). 3, ".

122. I § 256 (2) 1, the ' spall-out plan ' shall be replaced by ' the proposed division, including any division plan, '.

123. Section 257 (4). 1, is hereby repealed and the following shall be inserted :

' where the draft division plan is signed more than six months after the end of the financial year in which the company ' s latest annual report relates, a balance shall be drawn up for the party concerned in question, as set out in the division. however, paragraph 1 4 and 5.

Paragraph 2. In a split where the preparation of a division plan has been deselected, cf. § 255, paragraph. 2, in the case of the participating undertaking participating in the division, a balance shall be drawn up if the decision to deselect a division plan has been carried over more than six months after the end of the financial year, as the last annual report of the capital undertaking ; related to, cf. however, paragraph 1 4 and 5.

Paragraph 3. The balance sheet to be drawn up in accordance with the rules set by the company shall not have a draft date which is more than three months prior to the signature or decision on the opt-out of the division plan. The balance sheet must be revised if the capital undertaking is subject to the obligation to audit according to the annual accounting law or other legislation. `

paragraphs 2 and 3 shall then be set out in paragraph 1. 4 and 5.

124. I § 258 (4) 2, the ' division plan ' shall be replaced by ' the proposed division `.

125. The headline before paragraph 259 is replaced by the following :

' Assessment of assessment of the proposed division, including a possible division of action `.

126. § 259 (4) 1, ITREAS :

' In each of the capital undertakings participating in the division shall draw up a written statement on the division plan, including the remuneration, in accordance with the spelling of the capital undertakings involved in the division. paragraph 4. In a split where the preparation of a division plan has been deselected, cf. § 255, paragraph. 2, the assessment man shall give a written opinion on the proposed split, including the remuneration, cf. paragraph 4. The capital owners may decide in agreement that such an opinion shall not be drawn up from an assessment man relating to the proposed division. ` ;

127. I § 260, 1. pkt., the following shall be inserted after ' after spelling ` : `, in relation to the current situation of the company `.

128. Section 261 (1). ONE, ONE. pkt., ITREAS :

" If the assessors of their declaration of creditors ' position, cf. Article 260 considers that the creditors of a single capital undertaking are not sufficiently secured after the division or if a statement of the creditor ' s rating has not been drawn up, creditors may be creditors whose claims have been upfront ; for the publication of the Commercial Management Board pursuant to section 262, no later than 4 weeks after the publication of its publication, their claims are notified to the company. `

129. Section 261 (1). 6, revoked.

130. The headline before section 262 is replaced by the following :

" Transmission of information relating to the proposed division, including any division plan and possibly rating declaration of the creditor ' s position '.

131. § 262 ITREAS :

" § 262. The Danish Board shall have received a copy of the division plan within four weeks of the signing of the division plan, cf. however, paragraph 1 If the deadline is passed, the receipt of the division plan will not be made public and the division is thus not adopted.

Paragraph 2. If the participating capital undertakings have taken advantage of the creation of a division plan, cf. the possibility of frapping the selection of a division plan. § 255, paragraph. In the case of 2, this shall be communicated to the Danish Agency for the Administrative Board, stating the names and numbers of the participating capital companies.

Paragraph 3. Evaluation declaration of the creditor ' s position, cf. § 260, 1. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 4.

Paragraph 4. If the option to deselect a rating declaration declaration for the creditor ' s position, cf. § 260, 2. ..................

Paragraph 5. The receipt of information and documents provided by the Business Management Board, cf. paragraph One-four, shall be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 261 contains the publication of the Acquilice Management Board.

Paragraph 6. The Management Board may lay down detailed rules on the disclosure of capital companies by a possible division plan and, if necessary, the accompanying documents. ' ;

132. § 263 ITREAS :

" § 263. The decision to carry out a fission shall not be taken at least four weeks after the publication of the Commercial Management Board, cf. § 262 (2) 5, of the receipt of the information relating to the proposed division, cf. however, paragraph 1 Two and three. If publication on section 262 (2), 1 or 2, and on section 262 (1). 3 or 4 has taken place separately, the deadline shall be set at 1. Act. from the latest publication time.

Paragraph 2. In a fission, where there is party to party alone, and if the rating men in their declaration of the creditors ' position, cf. Section 260, finds that the creditors of a single company are sufficiently secured after the division, may be able to agree upon the disclosure of the Acquilices of the Commercial Management Board in accordance with the Provision of the Business Management. § 262 (2) 5, of the receipt of information relating to the proposed split, to derogate from the time limit laid down in paragraph 1. 1.

Paragraph 3. In a division where the division plan is opted, cf. § 255, paragraph. In the first place, there is no requirement for the Agency for the Management Board to be published, cf. § 262 (2) 5, before the partingers can decide on the implementation of the division, provided that a judgment declaration of the creditor ' s declaration has been drawn up, see it in accordance with the opinion of the creditor. section 260, and if the rating men in their Declaration on the creditors ' position considers that the creditors of each anpartcompany are sufficiently secured after the division.

Paragraph 4. Where the depositing of the capital company is terminated in the division and has completed a financial year before the time of the rights and obligations of the depositing capital undertaking to be regarded as surpassed to the receiving undertakings, and the General Assembly has not yet approved the annual report for this financial period, the General Assembly shall approve the annual report for this financial period at the latest, at the latest with the decision on the implementation of the division.

Paragraph 5. Creditors requesting must be informed of when decisions are taken on the possible implementation of the division.

Paragraph 6. The implementation of the division shall be in accordance with the division plan if a division plan has been drawn up. If the division does not conform to any publication plan, the proposal shall be deemed to have lapsing.

Paragraph 7. The following documents shall, if prepared, no later than four weeks before a decision on the execution of a split, shall be made available to the capital owners on the seat or home page of the company, unless the shareholders of agreement decide, that the relevant documents should not be presented to the capital owners prior to or at the general assembly, cf. however, paragraph 1 8 :

1) The Spall-Plan.

2) Each of the approved annual reports of the participating undertakings participating undertakings for the last three financial years or the shorter time the capital undertaking may have passed.

3) Spall-making report.

4) Medium balance.

5) Evaluation report on report deposits.

6) The opinions of the appraisers relating to the proposed division, including any division of plans, shall be the case.

7) The assessment of the creditor ' s position of creditors.

Paragraph 8. Capital Owners who so request shall have access to the documents referred to in paragraph 1 of this Article. SEVEN. "

133. I § 265 (3) 1, pasted as Act 2. :

' Is the capital undertaking during winding-up proceedings may only be decided if the encoding of capital owners has not yet been initiated and the meeting of the General Assembly shall at the same time decide to resume the company, cf. § 231. "

134. I § 265 (3) 2, the ' spall-out plan ' shall be replaced by ' the draft ' s division of information, including any division plan, '.

135. I § 266 inserted after paragraph 1. 1 as new paragraph :

" Stop. 2. In a split where the preparation of a division plan has been deselected, cf. § 255, paragraph. 2, the central management bodies shall state of significant events, including essential changes to the assets and obligations that have been made in the period between the balance day of the company ' s recent annual report and the general assembly. ` ;

paragraphs 2 and 3 shall then be set out in paragraph 1. 3 and 4.

136. Section 266 (1). 2, there will be paragraph 1. paragraph 3 is replaced by the following

" Stop. 3. In the case of a split in which, in the event of the adoption of the operation of the operation, the following conditions shall be taken in respect of the adoption of the implementation of the operation unless the information is given in a possible division of action, cf. § 255 :

1) Names and names of the partners, including the name or bending of the label, including the name or binary name of the incoming company, as a source of the recipient company.

2) Distribution of the parts of assets and obligations that are transferred or reside in each of the parties involved in the division.

3) The remuneration of the parties involved in the incoming company, including its distribution.

4) The time from which the parties to which may be paid shall be the right to yield.

5) The time from which the rights and obligations of the incoming party are to be regarded as outdone.

6) Attachments, cf. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

137. I Section 266 (1). 3, there will be paragraph 1. The provisions of paragraph 4 shall be amended. The requirements of paragraph 2 shall be : 3 ".

138. I § 267, paragraph. 3, the ' plan ' shall be replaced by ' the proposed division `.

139. § 268 ITREAS :

" § 268. The waste shall be deemed to have been carried out, and the rights and obligations of the depositing capital undertaking shall be regarded as surpassed to the receiving capital undertakings, in accordance with the requirements of the holding of capital. however, paragraph 1 2 when :

1) The division has been decided in all of the existing capital companies participating in the division.

2) The creditors ' claim reported after section 261 is determined.

3) The capital owner's claim for reimbursement after section 267 is settled, or a reassuring security has been lodged with the requirement. If an assessment mandate has been drawn up on the plan, including the remuneration, and in the evaluation term it is assumed that the remuneration is justified and justifiably justified, the evaluation men shall also have declared that their opinion on The remuneration is not disputed to a significant extent. The appraisers decide if security is reassuring.

4) The terms of paragraph 1. 6 on the choice of members to the executive executive and the auditor are fulfilled.

5) An Executive Board shall be employed if, at the time of the division, one or more new capital companies are forming part of a management model where the executive executive body is either a management board or a supervisory authority, cf. § 111, paragraph 1. 1.

Paragraph 2. If the time when the rights and obligations of the depositing capital are to be considered as surpassed to the receiving capital undertakings, after the time of decisions to complete the division, the division of entry shall be entered into : legal effects, cf. 2. and 3. pkt., however, at the time of the accounting time of accounting. The time for the accounting date of the division may not be later than two weeks after the decision to apply the division, not later than the date of registration or registration for registration. The accounting time and time of the decision to apply the division shall also be in the same financial year for the participating capital undertakings.

Paragraph 3. When the conditions of paragraph 1 are 1 and 2 are fulfilled, the capital owners of the incoming capital undertaking, which shall be paid with capital shares, capital owners in one or more of the receiving capital undertakings.

Paragraph 4. There may not be remuneration for capital shares in the incoming capital undertaking which is owned by the capital companies participating in the division. section 31 and section 153 (3). 2 shall apply mutatis muctis to split.

Paragraph 5. Chapter 3 on the foundation, chapter 10 on the capital increase, chapter 11 on capital flight and Chapter 14 on solution, shall not apply to a split unless it is specified in the provisions relating to division, cf. § § 254-270.

Paragraph 6. If, at the time of the completion of the division, the establishment of a new capital undertaking shall be made by members of the executive executive and, if not auditing immediately after the General Assembly has adopted the division, two weeks ther; shall be held at the meeting of the new holding of capital for the choice of members of the executive executive and any auditor. The General Assembly shall also decide whether or not the future annual accounts of the company ' s holdings should be revised if the capital company is not subject to the annual accounting law or other legislation. ` ;

140. § 269 (4) 1 and 2, ITREAS :

' The graduated split shall be registered or registered for registration in accordance with the registration of each company. Section 9 of the Danish Business Authority, within two weeks of the date of division, in all of the existing capital undertakings participating in the division. Any of the receiving capital undertakings may register or report the division on behalf of participating capital undertakings. The registration or notification shall be accompanied by the documents referred to in section 263 (1). 7, no. 3-7, if they're prepared. The graduated split may not be recorded until the effects of the effects of the division after the section 268 (2) of the division shall be recorded. One and two.

Paragraph 2. The graduated split must be registered or notified for registration, cf. section 9, at the latest at the end of the submission date of the annual report for the period during which the date of the test is entered into, within 1 year of the date of publication of the Commercial Management Board, cf. § 262 (2) 5, of the receipt of information relating to the proposed division. If one of these two deadlines is to be overtaken, the decision on the implementation of the division shall be lost, and any contingency plan in accordance with section 255 shall be deemed to have been lost. `

141. I § 271 pasted as Act 2. :

' Transboundary fusion may be carried out without the consent of creditors. ` ;

142. § 272, paragraph 1 1, ITREAS :

' The central management bodies of the existing capital undertakings participating in the merger shall establish and sign in conjunction with a merger plan to include information and provisions relating to :

1) the company ' s company ' s company ' s company, names and possible binders, including whether the name or the name of a company belonging to the capital company shall be included as a binary name for the consecutive capital undertaking,

2) the home of the capital companies,

3) the remuneration of the capital holdings in the related capital undertaking ;

4) the distribution of the remuneration, including the capital shares in the consecutive capital undertaking, to the capital owners in the related capital undertakings and the criterion of such allocation ;

5) the likely cross-border concentration of concentrations in the interests of employment in the participating capital undertakings ;

6) the time from which the capital shares are granted as remuneration gives the right to the goods and the specification of any special circumstances associated with that right,

7) the listing of any shareholdings granted as payment, and any extradition of the owner of the goods,

8) the time from which the rights and obligations of the related capital undertakings shall be regarded as outdone,

9) the rights of the consecutive holding company conferred on the holders of capital shares with special rights and any holders of securities other than capital holdings or the measures proposed in favour of those holdings ; people ;

10) the special benefits granted to the assessaries who are speaking on the merger plan, cf. § 276, and members of the leadership of the capital companies,

11) the statutes of the consecutive capital undertaking in the drafting which they will have following the implementation of the merger ;

12) information on procedures whereby, pursuant to section 311 to 317, detailed rules on the involvement of employees in the establishment of their rights with regard to co-determination in the consecutive capital undertaking, if appropriate, are specified ; and

13) the assessment of the assets and liabilities transferred to the consecutive capital undertaking and the dates of the accounts of the merging companies ' accounts, which have been used as the basis of the conditions for transboundary fusion. ` ;

143. § 274, paragraph 4. 1, is hereby repealed and the following shall be inserted :

' If the merger plan is signed more than six months after the end of the financial year in which the company ' s last annual report relates, for the participating undertaking participating in the merger, an intermediate balance shall be drawn up, cf. however, paragraph 1 3 and 4.

Paragraph 2. The balance sheet to be drawn up in accordance with the rules set by the Capital Corporation shall not have an annual report, which is more than three months prior to the signing of the merger plan. The balance sheet must be revised if the capital undertaking is subject to the obligation to audit according to the annual accounting law or other legislation. `

paragraphs 2 and 3 shall then be set out in paragraph 1. 3 and 4.

144. I § 274, paragraph 4. 2, there will be paragraph 1. 3, and § 294 (4) 2, there will be paragraph 1. 3, the words ' possible ' are deleted.

145. I § 277, 1. pkt., inserted after ' by the merger ' shall mean the following : ` in relation to the current situation of the company `.

146. § 278, paragraph 1. ONE, ONE. pkt., ITREAS :

" If the assessors of their declaration of creditors ' position, cf. Section 277 considers that the creditors of a single capital undertaking are not sufficiently secured by the merger, or if a statement of the creditor ' s statement is not prepared, creditors may be creditors whose claims have been upfront ; for the publication of the Commercial Management Board pursuant to section 279, no later than 4 weeks after the publication, their claims shall be notified to the company. ` ;

147. § 278, paragraph 1. 6, revoked.

148. The headline before section 279 is replaced by the following :

" Transmission of information relating to the intended transboundary merger, including merger plan and any assessment mandates of the creditor ' s position '.

149. § 279 ITREAS :

" § 279. The Danish Board shall have received a copy of the merger plan within four weeks of the signing of the merger plan.

Paragraph 2. Evaluation declaration of the creditor ' s position, cf. § 277, 1. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 3.

Paragraph 3. If the option to deselect a rating declaration declaration for the creditor ' s position, cf. § 277, 2. ..................

Paragraph 4. The receipt of the merger plan and information and, where appropriate, of the assessment mandates of the creditor ' s position, cf. paragraph One to three, will be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 278 contains the publication of the Acquilice Management Board.

Paragraph 5. The Danish Agency for the Management Board may lay down detailed rules on the publication of a merger plan by means of companies and, where appropriate, the accompanying documents. ' ;

150. § 280, paragraph. 1 and 2, ITREAS :

' Decision on the implementation of a concentration shall be taken at least 4 weeks after the publication of the Commercial Management Board, cf. § 279 (4) 4, of receipt of the merger plan and of the assessment mandates of the creditor ' s position. If publication on section 279 (4), Paragraph 1, and on Article 279 (1). 2 or 3 has taken place separately shall be counted in 1. Act. from the latest publication time.

Paragraph 2. Where the related capital company has concluded a financial year before the date of the rights and obligations of the capital undertaking to be regarded as transferred to the consecutive company, and the general meeting has not yet been given the following : the annual report for this financial period is approved, the General Assembly shall approve the annual report for this financial period at the latest, at the latest with the decision concerning the implementation of the merger. `

151. I § 280, paragraph. 5, and § 300 (3). 5, the following shall be inserted after ' prior to ' : ` or '.

152. I 282, paragraph 1. 1, pasted as Act 2. :

' Is the capital undertaking during winding-up proceedings may only be decided if the encoding of capital owners has not yet been initiated and at the same time at the same time taking a decision to resume the company, cf. § 231. "

153. I Section 286 (4). ONE, TWO. pkt., replaced "§ 109" to : "§ 110".

154. § 287 ITREAS :

" § 287. There may not be remuneration for capital shares in a related capital company owned by the merging capital undertakings. section 31 and section 153 (3). 2 shall apply mutatis mutis to transboundary fusion.

Paragraph 2. Chapter 3 on the foundation, Chapter 10 on the capital increase and Chapter 14 on solution shall not apply to a transboundary concentration unless provided for in the provisions concerning cross-border fusion, cf. § § 271-290.

Paragraph 3. Dannes der at the establishment of the merger, a new capital undertaking to be heard under Danish law and shall be made the choice of members of the executive executive and, if not audited immediately after the meeting of the General Assembly, the merger must be carried out, no later than two weeks after that, the general assembly shall be held in the new holding company for the choice of members of the executive executive and any accountant. The General Assembly shall also decide whether or not to review the future annual accounts of the company ' s annual accounts if the company is not covered by the obligation to audit in accordance with the annual accounting law or other legislation. `

155. § 288 (4) 1, ITREAS :

' The adopted concentration shall be registered or registered for registration in accordance with the registration of each capital undertaking. section 9 of the Danish Business Authority, within two weeks of the merger, in all of the existing capital undertakings participating in the merger. The company may register or report the concentration on behalf of participating capital undertakings. The registration or notification shall be attached to the documents referred to in Article 280 (3). 5, no. "3-7, if they're prepared."

156. § 289 (4) 1, is hereby repealed and the following shall be inserted :

' When a notification concerning the implementation of a cross-border merger is received, the Corporate Authority shall ensure that all the acts and formalities to be carried out prior to the merger have been completed. The Management Board shall draw up a certificate of this as soon as possible to the participating capital undertaking, which is under Danish law, where the following conditions are met, cf. however, paragraph 1 2 :

1) The merger has been decided in all of the existing capital companies participating in the merger, which are under Danish law.

2) The creditors ' claim reported after section 278 is determined.

3) The capital owner's claim for reimbursement after section 285 is settled, or a reassuring security has been lodged with the requirement. If an assessment mandate has been drawn up on the plan, including the remuneration, and in the evaluation term it is assumed that the remuneration is justified and justifiably justified, the evaluation men shall also have declared that their opinion on The remuneration is not disputed to a significant extent. The appraisers decide if security is reassuring.

4) The capital owners ' demands for a solution after section 286 are settled.

5) The terms of section 287 (4). 3 on the choice of members to the executive executive and the auditor are fulfilled.

6) section 316 on co-determination has been met.

7) An Executive Board shall be employed if, as part of the merger, a new capital company to be heard under Danish law shall be subject to a management model where the executive executive is either a Management Board or a supervisory authority, cf. § 111, paragraph 1. 1.

Paragraph 2. However, if the time when the rights and obligations of the capital undertaking are to be regarded as surpassed to the consecutive capital undertaking, after the time of decisions to complete the merger, the certificate may, however, be carried out, shall be issued at the time of the accounting time. The timing of the concentration of the mersion cannot be later than two weeks after the decision to carry out the merger, but not later than the date of notification, cf. § 288 (4) 1. The timing of the accounts and the time of the decision to carry out the merger must also be in the same financial year for the participating capital undertakings. `

Paragraph 2-4 is then being referred to in paragraph 1. 3-5.

157. I § 289 (4) 4, there will be paragraph 1. The fifth paragraph is replaced by paragraph 5. The following shall be : 3 ".

158. I § 291, paragraph 1 1, pasted as Act 2. :

' Cross-border division may be carried out without the consent of creditors. ` ;

159. § 292 (2) 1, ITREAS :

' The central management bodies of the existing capital undertakings participating in the division shall establish and sign in conjunction with a division plan to include information and provisions relating to :

1) the company ' s company ' s company ' s company, names and possible binders, including whether the name or the name of a company belonging to the capital company shall be included as a binary name for the consecutive capital undertaking,

2) the home of the capital companies,

3) a precise description and distribution of the parts of assets and obligations which must be transferred or redistributed in each capital undertaking participating in the division ;

4) the remuneration of the capital owners in the incoming capital undertaking ;

5) the distribution of the remuneration, including capital shares in the recipient capital undertakings, to the capital owners of the incoming capital undertaking and the criterion of this distribution,

6) the likely impact of cross-border division on employment in the participating capital undertakings,

7) the listing of any shareholdings granted as payment, and any extradition of the owner of the goods,

8) the time from which the capital shares are granted as remuneration gives the right to the goods and the specification of any special circumstances associated with that right,

9) the time from which the rights and obligations of the incoming undertaking are to be regarded as outdone,

10) the rights of a beneficiary holding company conferred on the holders of capital shares with special rights and any holders of securities other than capital holdings or the measures proposed in favour of those holdings ; people ;

11) the special benefits granted to the assessors to express their opinion on the draft terms of division, cf. § 296, and the members of the management of the companies,

12) the statutes of the consecutive capital undertaking in the drafting which they will have after the implementation of the division,

13) information on the procedures under which Section 318 lays down detailed rules concerning the involvement of employees in the establishment of their rights with regard to the participation in the consecutive capital undertaking, where appropriate,

14) the assessment of the assets and liabilities transferred to the receiving capital undertakings ; and

15) the dates of the accounts of participating capital undertakings, which have been used as the basis for the conditions of cross-border division. ` ;

160. § 294 (4) 1, is hereby repealed and the following shall be inserted :

' where the draft division plan is signed more than six months after the end of the financial year in which the company ' s latest annual report relates, a balance shall be drawn up for the party concerned in question, as set out in the division. however, paragraph 1 3 and 4.

Paragraph 2. The balance sheet to be drawn up in accordance with the rules set by the Capital Corporation shall not have an annual report, which is more than three months prior to the signing of the division plan. The balance sheet must be revised if the capital undertaking is subject to the obligation to audit according to the annual accounting law or other legislation. `

paragraphs 2 and 3 shall then be set out in paragraph 1. 3 and 4.

161. I § 297, 1. pkt., the following shall be inserted after ' after spelling ` : `, in relation to the current situation of the company `.

162. § 298 (4) ONE, ONE. pkt., ITREAS :

" If the assessors of their declaration of creditors ' position, cf. Article 297 considers that the creditors of a single capital undertaking are not sufficiently secured after the division, or if no statement by a rating man on the creditor ' s position may be creditors whose claims have been upfront on the publication of Article 299 of the Commercial Management Board, no later than 4 weeks after its publication, their claims are notified to the company. ` ;

163. § 298 (4) 6, revoked.

164. The headline before section 299 is replaced by the following :

" Transmission of information relating to the planned cross-border division, including division plan and any assessment mandates of the creditor ' s position '.

165. § 299 ITREAS :

" § 299. The Danish Agency shall have received a copy of the division plan within four weeks of the signing of a spall-off plan.

Paragraph 2. Evaluation declaration of the creditor ' s position, cf. § 297, 1. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 3.

Paragraph 3. If the option to deselect a rating declaration declaration for the creditor ' s position, cf. $297, 2. ..................

Paragraph 4. The receipt of the division plan and information and, if necessary, of the assessment mandates of the creditor ' s position, cf. paragraph One to three, will be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 298 contains the publication of the Acquilice Management Board.

Paragraph 5. The Danish Agency for the Management Board may lay down detailed rules on the publication of the division of funds by the capital companies and, where appropriate, the accompanying documents. ' ;

166. § 300 (3). 1 and 2, ITREAS :

' Decision on the implementation of a fission shall not be taken at the earliest four weeks after the publication of the Commercial Management Board, cf. § 299 (4) 4, of receipt of the division plan and of the assessment mandates of the creditor ' s position. If publication on section 299 (4), Paragraph 1, and on Article 299 (1). 2 or 3 has taken place separately shall be counted in 1. Act. from the latest publication time.

Paragraph 2. Where the depositing of the capital company is terminated in the division and has completed a financial year before the time of the rights and obligations of the depositing capital undertaking to be regarded as surpassed to the receiving undertakings, and the General Assembly has not yet approved the annual report for this financial period, the General Assembly shall approve the annual report at the latest, at the latest with the decision on the implementation of the division. `

167. I § 302 (2) 1, pasted as Act 2. :

' Is the capital undertaking during winding-up operations may be split only if the encoding of the capital owners has not yet been started and if the General Assembly takes the same decision to resume the company, cf. § 231. "

168. I § 305, paragraph 2, the words ' participation ' shall be replaced by ' participating `.

169. § 307 ITREAS :

" § 307. There may not be remuneration for capital shares in the incoming capital company owned by the capital companies participating in the division. section 31 and section 153 (3). 2 shall apply mutatis muctis to transboundary division.

Paragraph 2. Chapter 3 on the foundation, chapter 10 on the capital increase, chapter 11 on capital flight and Chapter 14 on solution, shall not apply to a cross-border division unless it is stated in the provisions concerning cross-border division, cf. § § 291-310.

Paragraph 3. Dannes der at the time of the division, a new capital undertaking to be heard under Danish law, and shall be made the choice of members of the executive executive and, if not auditing, immediately after the General Assembly has adopted the division, at the latest, the General Assembly shall be held in the new holding company for the choice of members of the executive executive and any auditor. The General Assembly shall also decide whether or not the future annual accounts of the company ' s holdings should be revised if the capital company is not subject to the annual accounting law or other legislation. ` ;

170. § 308 (3) 1, ITREAS :

' The graduated split shall be registered or registered for registration in accordance with the registration of each company. Section 9 of the Danish Business Authority, within two weeks of the date of division, in all of the existing capital undertakings participating in the division. Any of the receiving capital undertakings may register or report the division on behalf of participating capital undertakings. The registration or notification shall be attached to the documents referred to in section 300 (3). 5, no. "3-7, if they're prepared."

171. § 309 (4) 1, is hereby repealed and the following shall be inserted :

' When notification of the implementation of a cross-border division has been received, the Corporate Authority shall ensure that all the acts and formalities to be carried out prior to the division have been completed. The Management Board shall draw up a certificate of this as soon as possible to the participating capital undertaking, which is under Danish law, where the following conditions are met, cf. however, paragraph 1 2 :

1) The division shall be decided in all of the participating capital undertakings participating in the division, which is under Danish law.

2) The creditors ' claim declared after section 298 is determined.

3) The capital owner's claim for reimbursement after section 305 is settled or a reassuring security has been lodged with the requirement. If an assessment mandate has been drawn up on the plan, including the remuneration, and in the evaluation term it is assumed that the remuneration is justified and justifiably justified, the evaluation men shall also have declared that their opinion on The remuneration is not disputed to a significant extent. The appraisers decide if security is reassuring.

4) The capital owners ' demands for a solution after section 306 is settled.

5) The conditions in section 307 (4). 3 on the choice of members to the executive executive and the auditor are fulfilled.

6) § 316 (4)) 1, cf. Section 318, whether co-determination is met.

7) An Executive Board shall be appointed if, as part of the division, a new capital undertaking to be heard under Danish law and which must have a management model, where the executive executive body is either a Management Board or a supervisory body, shall be subject to the management of the management board. § 111, paragraph 1. 1.

Paragraph 2. However, if the time when the rights and obligations of the depositing capital are to be regarded as surpassed to the receiving capital undertakings, after the time of decisions to carry out the division, the certificate may, however, first be carried out ; shall be issued at the time of the accounting time. The time for the accounting date of the division cannot be later than two weeks after the decision to carry out the division, not later than the date of notification referred to in the case of the spaltus, cf. § 308 (3) 1. The timing of the accounts and the time of the decision to apply the division shall also be in the same financial year for the participating capital undertakings. `

Paragraph 2-4 is then being referred to in paragraph 1. 3-5.

172. I § 309 (4) 4, there will be paragraph 1. The fifth paragraph is replaced by paragraph 5. The following shall be : 3 ".

173. I § 312, paragraph 1. 1, replaced "§ 33" to : "§ § 3-14".

174. After section 318, the following new chapter is added :

" Chapter 16 a

Cross-border movement of registered office

§ 318 a. A capital undertaking covered by this law may, in the case of a cross-border transfer of its registered office, move its registered registered office to another EU/EEA country and a corresponding capital company with registered registered office in another EU/EEA country may move its territory ; home to Denmark, cf. however, paragraph 1 Two and three. The cross-border relocation can be carried out without the consent of the creditors.

Paragraph 2. Cross-border relocation can be decided only if the law of the country to which the capital company wishes to move from or move to allows cross-border transfer of the seat.

Paragraph 3. A Danish capital company can only move home to another EU/EEA country if there is a protection of the employee's right to co-determination in the legislation that the capital company will be hearing after the move.

Moving of a company ' s seat from Denmark

Move Plan

§ 318 b. The central management body of the capital undertaking moving home, creates and signs an aircraft plan to contain information and provisions relating to :

1) the company ' s company ' s company, name and registered office,

2) draft new statutes of the capital undertaking after the move,

3) the proposed timetable for the move, including the accounting effect of the move,

4) the likely impact of the plane on employment in the capital undertaking,

5) the rights of the capital undertaking after the movement conferred on the holders of capital shares with special rights and any holders of securities other than capital holdings or the measures being proposed for the benefit of : these people,

6) the specific benefits granted to the assessors to express their opinion on the position of creditors, cf. section 318 d and the members of the leadership of the capital company, and

7) information on the procedures under which section 318 o lays down detailed rules concerning the involvement of employees in the establishment of their rights with regard to the participation in the capital undertaking after the move, if appropriate.

Paragraph 2. The Move Plan must be signed at the latest at the end of the financial year in which the timing of the flight ' s financial impact shall be signed, cf. paragraph 1, no. Three, form part. If the deadline is passed, the receipt of the Move Plan of the Vocational Authority cannot be made public and the move will not be adopted.

Move Decision

§ 318 c. The central management body of the capital undertaking moving home to another EU/EEA country must draw up a written account in which the move plan is explained and justified. The decision shall include a statement on the consequences of the transboundary movement of the company ' s capital owners, creditors and staff.

Assessment of the creditor ' s declaration

§ 318 d. In the capital undertaking moving home to another EU/EEA country, one or more irresilient experts shall draw up a declaration as to whether the creditors of the capital undertaking are to be adequately secured after the move in relationship with the current situation. However, the capital owners may decide in agreement that such a declaration should not be drawn up from an assessment man concerning the position of the creditors in accordance with the opinion of the creditor. However, § 318 e.

Paragraph 2. Section 37 concerning rating men shall apply mutatis mutual use to cross-border movement of registered offices.

Possibility of creditors to report their claim

§ 318 e. If the assessors of their declaration concerning the creditors ' position, cf. Section 318 d, finds that the creditors of the capital company are not sufficiently secured after the move, or if no statement by a rating man on the creditor ' s position may be creditors whose claims have been precedes ; The publication of the Corporate Management Board pursuant to section 318 (f) (1). 4, no later than 4 weeks after its publication, their claims are notified. However, claims for which reassuring security may not be notified.

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 is guaranteed by a law in accordance with the law.

Paragraph 4. Where there is a difference between the company ' s capital and notified creditor disputes whether to make security, or whether an offer is sufficient, both parties may, within two weeks of the claim, call for the case, to file the case for : the location of the seat on the seat of the company 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.

Transmission of the Move Plan and Assessment Man Statement on the Position of the creditors

§ 318 F. The Danish Agency shall have received a copy of the Move Plan by 4 weeks after the date of the MLI of the Move Plan. If the deadline is passed, the receipt of the Move Plan will not be made public and the move will not be adopted.

Paragraph 2. Evaluation declaration of the creditor ' s position, cf. § 318 d, paragraph 1 ONE, ONE. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 3.

Paragraph 3. If the option to deselect the assessment declaration in accordance with section 318 d (1), ONE, TWO. ....................

Paragraph 4. The receipt of the Move Plan and the information and, where appropriate, of the assessment mandates on the position of the creditors, cf. paragraph One to three, will be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 318 e, the publication of the Commercial Management Board shall provide information on this subject.

Paragraph 5. The Danish Agency for the Management Board may lay down detailed rules on the publication of the movement of companies by means of a moving plan and, where appropriate, accompanying documents.

Decision to implement the move

§ 318 g. The decision to carry out a transfer of the seat of the capital undertaking to another EU/EEA country must not be taken at least four weeks after the publication of the Commercial Management Board, cf. § 318 f, paragraph. 4, of receipt of the Move Plan and, where appropriate, of the statement by the rating men concerning the position of the creditors. If the publication on section 318 (f), Paragraph 1, and concerning section 318 (f), 2 or 3 has taken place separately shall be counted in 1. Act. from the latest publication time.

Paragraph 2. If the company being reconsidered has completed a financial year before the timing of the timing of the aircraft and the meeting of the General Assembly has not yet approved the annual report for this financial period, the General Assembly shall : approve the annual report for this financial period at the latest by the decision concerning the implementation of the move.

Paragraph 3. Creditors requesting must be informed of when decisions are taken on the possible implementation of the air transport operation.

Paragraph 4. The implementation of the aircraft must be in line with the Move Plan. If the move does not include the move in accordance with the published Move Plan, the proposal shall be deemed to have lapsed.

Paragraph 5. The following documents shall be provided if they are prepared, no later than four weeks before a decision on the execution of a move is made available to the capital owners unless they decide that the documents in question are not to be submitted ; for the capital owners prior to or at the meeting of the general meeting, cf. however, paragraph 1 6 :

1) The Move Plan.

2) The approved annual reports of the capital undertaking for the last three financial years or the shorter time the capital undertaking may have passed.

3) Flight decree.

4) The assessment of the creditor ' s position of creditors.

Paragraph 6. Capital Owners who so request shall have access to the documents referred to in paragraph 1 of this Article. 5.

Paragraph 7. Move Decision, cf. Article 318 c, shall also be presented at a capital company ' s location within four weeks prior to a decision on the implementation of the move to the Office ' s Office for the Office ' s Office for the inspection of the employee representatives or, where : there are not employees ' representatives in the firm of capital, for the workers themselves.

§ 318 h. a decision to move to another EU/EEA country shall be taken in the moving company of the General Assembly by the majority required by Section 106, and in accordance with the additional requirements to be included in the Staff Regulations or cross-border transfer of registered office. If the capital undertaking is winding up, the transfer may be decided only if the encoding to capital owners has not yet been initiated and the meeting of the general meeting at the same time will decide to withdraw the liquidation. The retake of section 231 shall then not apply.

§ 318 i. The central executive body shall, at the meeting of the General Assembly where a decision is to be taken on the completion of a transboundary movement, information on events of major importance, including essential changes to assets and obligations that are in time between the signature of the MLI and the General Assembly.

§ 318 j. The General Assembly may make the adoption of a cross-border move subject to the subsequent approval of the General Assembly's guidelines for the participation of employees.

Ability to request a solution

§ 318 k. The capital owners of the capital undertaking moving to another EU/EEA country and which, in the general assembly opposite the move, may require the capital undertaking to cash in their holdings if they are to be submitted in writing no later than 4 weeks after ; General Assembly's holding. Paragraph 110 shall also apply mutatis mutis.

Paragraph 2. The certificate to be issued in accordance with section 318 m shall not be issued until the value of the capital shares is reassuring. Estimen of the court on the seat of the capital firm determine whether the safety is reassuring. If the judgment of the estimates is made for the court, this shall not affect the ability of the Commercial Management Board to make the certificate, unless the court decides otherwise.

Notification of the implementation of a cross-border transfer of registered offices

§ 318 l. The relocation of the relocation shall be registered or reported for registration, cf. section 9 of the Danish Business Authority, within two weeks after the move has been decided, cf. however, paragraph 1 2. The registration or notification shall be accompanied by the documents referred to in section 318 g (2). 5, no. 3 and 4 if they are drawn up.

Paragraph 2. Notification of the transfer of the relocation shall be received in the Business Authority at the latest by the end of the submission date of the annual report for the period during which the timing of the flight ' s accounting effect is set out in accordance with the date of the period for the flight. § 318 b, paragraph. 1, no. 3, however, no later than 1 years after the date of receipt of the Move Plan, in accordance with section 318. If one of these two deadlines is to be overtaken, the decision on the execution of air transport is lost, and the deviation of the Move Plan under section 318 b shall be deemed to have been lost.

Certified Issue

§ 318 m. Once the Danish Business Authority receives the notification of the transfer of a location to another EU/EEA country, the Board shall ensure that all the acts and formalities to be carried out prior to the move have been completed. The Management Board shall draw up a certificate to the capital undertaking as soon as possible, when the following conditions are met, cf. however, paragraph 1 2 :

1) The movement has been decided in the Danish capital company.

2) The creditors ' claim filed after section 318 e is settled.

3) The capital owners ' demands for a solution after section 318 is settled.

Paragraph 2. However, if the timing of the move is completed after the decision to carry out the move, the certificate shall not be issued at the time of the accounting time. The timing of the timing of the aircraft may not be later than two weeks after the decision to carry out the move, not later than the date of notification, cf. § 318 l, paragraph 1. 1. The timing of the accounting time and the date of the decision to carry out the move shall also be in the same financial year for the capital undertaking.

Paragraph 3. The final recording of the undertaking ' s location to another EU/EEA country shall carry out the Danish Agency for the Management Board when the Management Board has received a notification by the competent authority of the country in which the capital undertaking is to have the transfer ; registered office that the movement of the seat of the holding company is now finally registered in this country.

Moving of a company ' s seat to Denmark

§ 318 n. A business capital undertaking in another EU/EEA country may move home to Denmark when the competent authority of the country in which the capital undertaking so far has established has issued a certificate that all the acts and formalities to be carried out, fulfilled prior to the move, completed and that the foreign registration authority will record the location of the location of the location.

Paragraph 2. After the receipt of the certificate, cf. paragraph 1, shall record the implementation of the cross-border transfer of the registered office to Denmark and shall subsequently inform the competent authority of the country in which the capital undertaking has so far been domic-d; or is registered. The registration may only take place when the company complies with the requirements of this law to the company in question.

Paragraph 3. A cross-border transfer of registered offices to Denmark shall take effect from the day on which the Corporate Board records the move.

Paragraph 4. Chapter 3 on the foundation shall not apply where a capital undertaking by a cross-border transfer of the seat is relocated from a different EU/EEA country to Denmark.

Employee participation by a company ' s cross-border transfer of registered office

§ 318 o. section 311-317 shall apply mutatis mutandis to the necessary adaptations to transboundary movement of registered office. `

175. I § 319, paragraph 1. ONE, TWO. pkt., and § 324, paragraph ONE, TWO. pkt., the ' evaluation report drawn up under section 36-38 ` shall be replaced by : ' an assessment report drawn up after sections 36 and 37 respectively, a Management Declaration by the rules of section 38 `.

176. I § 319, paragraph 1. 1, pasted as Act 5. :

' section 31 shall apply mutatis muth to the conversion of a liability company to a company ' s liability. `

177. I § 324, paragraph 1, pasted as Act 5. :

' Section 31 shall apply mutatis mueses to the conversion of a partner company to limited liability company ' ;

178. § 326 ITREAS :

" § 326. The central management body of the cooperative society shall establish and sign in conjunction with a conversion plan, cf. however, paragraph 1 2.

Paragraph 2. The Andel Shaves may decide in agreement that a conversion plan should not be established, cf. however, section 335 (3). Two and three.

Paragraph 3. The training schedule shall include information and provisions relating to :

1) the name of the cooperative undertaking and any binary names prior to and after conversion,

2) location of the cooperative undertaking,

3) remuneration for the Andelshaves,

4) the time from which the shares in the limited liability company provide the right to yield ;

5) the rights of the shareholders conferred on the holders of ownership and debt letters with special rights in the cooperative society before conversion,

6) any other measures intended for the benefit of holders in paragraph 1, 5 as referred to as the owner shares and debt letters,

7) the listing of shares paid as remuneration, and any extradition of stock letters,

8) any particular benefit which, as part of the transformation, is given to the members of the company ' s management, and

9) draft statutes, cf. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

179. I § 327, paragraph. 1, the ' transformation plan shall be amended and justified ' to : ` the proposed conversion, including a possible conversion plan, explains and justifiable, cf. however, paragraph 1 TWO. "

180. § 328 ITREAS :

" § 328. If the conversion plan is signed more than six months after the end of the financial year in which the cooperative undertaking ' s latest annual report or a declaration of exception relates, a balance shall be drawn up, cf. however, paragraph 1 4.

Paragraph 2. If there is a conversion where the conversion plan is opted, cf. § 326, paragraph. 2, for the cooperative undertaking concerned, if the decision to opt out of the conversion plan has been met more than six months after the end of the financial year, as the last annual report or a declaration of exception, related to, cf. however, paragraph 1 4.

Paragraph 3. The balance sheet to be drawn up in accordance with the rules set by the cooperative undertaking shall not have an account date which is more than three months prior to the signing of the conversion plan. The balance sheet must be revised if the cooperative company is subject to the obligation to audit in accordance with the annual accounting law or other legislation.

Paragraph 4. In agreement, the Andel Shaves may decide that a balance should not be drawn up, regardless of whether a conversion plan is signed more than six months after the end of the financial year, as the last annual report of the cooperative undertaking, A declaration of exception concerns. '

181. The title before section 330 changes the "transformation plan" to : "the envisaged conversion, including any conversion plan".

182. § 330, paragraph 1. 1, ITREAS :

" One or more non-capable, expert appraisers shall draw up a written statement on the conversion plan, including the remuneration, cf. paragraph 4. In a transformation where the transformation plan has been opted, cf. § 326, paragraph. 2, the assessment man shall give a written opinion on the proposed conversion, including the remuneration, cf. paragraph 4. The Andel Shaves may decide in agreement that a statement of the proposed conversion should not be drawn up. ` ;

183. I $331, 1. pkt., is inserted after ' after conversion ` : ` in relation to the current situation of the company `.

184. § 332, paragraph. ONE, ONE. pkt., ITREAS :

" If the assessors of their declaration of creditors ' position, cf. Section 331 finds that creditors in the cooperative society are not sufficiently secured after conversion, or if a statement of the creditor ' s statement has not been drawn up, creditors may be creditors whose claims have been precedes ; The publication of the Corporate Management Board pursuant to section 333, not later than 4 weeks after its publication, notified their debts to the company. ` ;

185. § 332, paragraph. 6, revoked.

186. The headline before section 333 is replaced by the following :

" Transmission of information on the intended conversion, including any conversion plan and any assessment mandates of the creditor ' s position '.

187. § 333 ITREAS :

" § 333. The Danish Business Authority shall have received a copy of the conversion plan within four weeks of the signing of any information plan, cf. paragraph If the deadline is passed, the receipt of the conversion plan will not be made public, and the conversion is not adopted.

Paragraph 2. If the cooperative society has taken advantage of the possibility of frauling the creation of a transformation plan, cf. § 326, paragraph. 2, this shall be communicated to the Danish Agency for the Business Authority, stating the name of the cooperative undertaking and the CVR number.

Paragraph 3. Evaluation declaration of the creditor ' s position, cf. $331, 1. pkt. shall be submitted to the Corporate Authority, cf. however, paragraph 1 4.

Paragraph 4. If the option to deselect the drawing up of an assessment mandate for the creditor ' s position, cf. $331, 2. ...................

Paragraph 5. The receipt of information and documents provided by the Business Management Board, cf. paragraph One-four, shall be published in the IT system of the Commercial Management Board. If creditors have the right to report their requirements, cf. Section 332 contains the publication of the Acquilice Management Board.

Paragraph 6. The Danish Board of Directors may lay down detailed rules on the publication of the cooperatives by the cooperative undertakings and, where appropriate, accompanying documents. ' ;

188. § 334 ITREAS :

" § 334. The decision to carry out a conversion must not be at the earliest time of four weeks after the publication of the Commercial Management Board, cf. § 333, paragraph. 5, of the receipt of information relating to the transformation envisaged, cf. however, paragraph 1 Two and three. If publication relating to section 333 (3), 1 or 2, and in relation to section 333 (3), 3 or 4 has taken place separately, the deadline shall be set at 1. Act. from the latest publication time.

Paragraph 2. If the declaration of creditors ' declaration of the creditor ' s position is assumed, cf. Section 331 that the creditors in the cooperative society are sufficiently secure after conversion, the Andelshaves may be in agreement following the publication of the Commercial Management Board, cf. § 333, paragraph. 5, of the receipt of the information on the proposed conversion, decide to derogate from the time limit referred to in paragraph 1. 1.

Paragraph 3. In a transformation where the transformation plan has been opted, cf. § 326, paragraph. In the first place, there is no requirement for the Agency for the Management Board to be published, cf. § 333, paragraph. 5, before the Andelshaves can decide on the implementation of the conversion if a judgment declaration of the creditor ' s position has been drawn up, cf. Section 331, and if the rating men in their Declaration on the creditors ' position, the creditors in the cooperative company shall be adequately secured after conversion.

Paragraph 4. Creditors requesting such information shall be informed of when decisions are taken on the implementation of the conversion of the conversion.

Paragraph 5. The implementation of the conversion must be in line with the conversion plan if a transformation plan has been drawn up. If the conversion is not carried out in accordance with a possible published conversion plan, the proposal shall be deemed to have been withdrawn.

Paragraph 6. The following documents shall, if prepared, no later than four weeks before a decision on the implementation of the conversion, shall be made available to the holdings on the site or home page of the cooperative undertaking, unless they agree that they agree that : the relevant documents shall not be presented to the shares preceding or at the meeting of the general meeting, cf. however, paragraph 1 7 :

1) The training schedule.

2) The approved annual reports of the Andelsselundertaking for the last three financial years or the shorter time the company may have passed.

3) The conversion statement.

4) Medium balance.

5) Evaluation report on report deposits.

6) The opinions of the appraisal on the proposed conversion, including a possible conversion plan.

7) The assessment of the creditor ' s position of creditors.

Paragraph 7. The documents referred to in paragraph 1 shall have access to the documents referred to in paragraph 1, which are so requested. 6. "

189. § 335, paragraph. 1, is hereby repealed and the following shall be inserted :

' The decision on conversion shall be made by the body empowered to amend the statutes. The decision shall be taken by the majority required to decide on the resolution of the company, but at least with the approval of 4/5 of the Andelshaves or their votes, when voting is carried out on the basis of turnover for the light of the sale of 11 or so similar. If the cooperatives are under winding-up, the conversion may be decided only if unloading to the Andelshaves has not yet been started and if the Andelshaves decide to withdraw the liquidation. section 31 shall apply by analogy to the conversion of a cooperative company to limited liability company.

Paragraph 2. In a transformation where the transformation plan has been opted, cf. § 326, paragraph. 2, the central executive body shall inform the central executive body of significant events, including essential changes to the assets and liabilities that have been made in the period between the balance day of the last annual report or a declaration of exception ; and The general assembly.

Paragraph 3. In the context of the adoption of the implementation of the conversion, the following conditions should be taken if the conversion plan is opted in accordance with the provisions of the conversion plan. § 326 :

1) The name of the Anchor Company and any binary names.

2) The fee for the shares of the entraneous cooperative society.

3) The time from which the shares which may be granted as remuneration gives the right to benefit.

4) Attachments, cf. § § 28 and 29. "

Paragraph 2-4 is then being referred to in paragraph 1. 4-6.

190. § 337 ITREAS :

" § 337. The conversion of the conversion to the cooperative society shall be registered or notifiable, cf. Section 9 of the Danish Business Authority, within two weeks of the date of conversion. The registration or notification shall be accompanied by the documents referred to in section 334 (4). 6, no. 3-7, if they're prepared.

Paragraph 2. The conversion of the conversion must be registered or reported for registration, cf. Section 9, no later than 1 years after the publication of the Commercial Management Board, cf. § 333, paragraph. 5, of the receipt of information relating to the transformation envisaged. If the deadline is passed, the decision on the transposition of the conversion is forfeit its validity and, where appropriate, a transformation plan in accordance with section 326 shall be deemed to have been lost.

Paragraph 3. A company conversion to limited liability companies may be registered when :

1) The conversion has been decided by the Andelshaves, cf. § 335, paragraph. 1.

2) The creditors ' claim filed after section 332 is determined.

3) The conditions in section 335 (3). 4, on the choice of members of the executive executive and the auditor are fulfilled.

4) The requirements of the AndelShavers for reimbursement after section 336 are settled unless reassuring security has been lodged with the requirement. If a judgment mandate has been drawn up on the proposed conversion, including the remuneration, and the judgment of the judgment is assumed that the remuneration is justified and justifiably justified, the evaluation men must have declared that their remuneration is justified, and the opinion on the remuneration is not subject to a significant degree. The appraisers decide if security is reassuring.

5) There's an executive board.

Paragraph 4. A company ' s conversion to limited liability shall be deemed to have occurred when the company ' s statutes have changed so that they meet the requirements for limited liability companies and when the conversion is registered in the IT system of the Corporate Management System.

Paragraph 5. The recording in the owner book and any extradition of stock letters may not be made prior to the registration of the asset.

Paragraph 6. In the course of three years after conversion, without all the parties entitled to make a request for admission to the company ' s ownership book, the central executive body may, by means of an announcement in the IT system of the Occupion Management System, may invite them or the persons concerned ; within 6 months, to turn to the company. Once the deadline has elaping, without making the call, the Board of shareholders may dispose of the shares. In the sales language, the company may deduction the costs of the publication and the sale. If the sales language is not retrieved within 3 years of the Disposal Disposal, the amount shall be added to the company.

Paragraph 7. Section 42-44 shall apply mutatis muthafudo if the transferable asset acquires assets assets from a shareholder that is aware of the time up to 24 months after the conversion is registered. ' ;

191. In the heading to Chapter 18 and in § 338, § 339 (3). 6, and § 340, paragraph 1. 3, in the words ' alternative marketplace ' shall be replaced by ' multilateral trade facility '.

192. § 347, paragraph. 1, ITREAS :

" A branch must have a name and can have binary names. A branch shall include in his name and any binary names the name of the foreign principal with the addition of the word ' branch ', and with a clear indication of the nationality of the foreign company. For the rest, section 2, paragraph 2 shall apply. 1-3, and section 3 similar use to the names of the branch and any binary names. ` ;

193. After Article 357 is added as new chapter :

" Chapter 20 a

Entrepreneurship companies

§ 357 a. The law of the Law on Anchor Companies shall apply to entrepreneurship unless otherwise provided for in this Chapter.

Paragraph 2. An entrepreneurship shall have a capital of at least 1 kr. The company capitle can only be deposits in cash.

Paragraph 3. Only entrepreneurship can and must, in their name, use the name 'entrepreneurial' or 'IVS'.

$357 b. Entrepreneurship shall have at least 25% annual enterprise. of the company's surplus to a bottom-up reserve for the construction of the company's capital base until this reserve together with the company chapter together represents at least 50,000 kr.

Paragraph 2. Entrepreneurship cannot decide on the extraction of dividends, including extraordinarily dividends, before the reserve to build the company's capital base together with the company chapter represents at least 50,000 kr.

§ 357 (c) The General Assembly may, by the voting majority required for the amendment of the Staff Regulations, decide that an entrepreneurial company should register for a party company, if its company has a company capital and a reserve for the construction of the company. the capital base, at the time of the decision, of at least 50,000 curs, cf. Section 33 (4). ONE, ONE. Act.

Paragraph 2. It is a condition of the registration that a statement of assessment is drawn up, cf. Section 37, that the capital is present.

§ 357 d. Entrepreneurship ' s registration to anpartliability is deemed to have occurred when the company ' s statutes relating to capital and company designation have been changed so that they meet the usual requirements for the liability of parties and the registration is registered in : Corporate Management's IT system. As part of the rerecording, the reserve is transferred to the building of the company ' s capital base to the self-defense chapter. `

194. I Section 361 (1). 2, the following shall be inserted after ' liability for the ':' accountants '.

195. Section 367 (3). 1, ITREAS :

" Intireation of section 1, paragraph. 3, section 2, section 3, section 1, sections 10 and 15, section 24, paragraph 1. 2, section 30, section 32, paragraph. 2 and 3, section 33 (3). 4, section 38 (3). 2, section 42 a, section 44 (4). 1, 50, paragraph. Paragraph 1, Section 51, paragraph 1. 1, 2 and 6, section 52, section 53 (3). 1 and 2, section 54-56, section 57 (a) (a) 1-3, section 58-61, 89, 98 and 99, § 101, paragraph 1. 3, 4, 7 and 8, sections 108 and 113-119, section 120, paragraph 1. 3, sections 123, 125, 127-134, 138, 139, section 139 (a) (1). 1, no. 1, § 160, 3. pkt., section 179, paragraph 1. 2, § 180, CLAUSE 181, 3. pkt., section 182, paragraph 1. 3, section 190, paragraph. TWO, THREE. pkt., section 192, paragraph Paragraph 1, section 193. 2, section 196, 198 and 202-204, section 205 (4). Paragraph 1, section 206, section 207 (4). 3, section 210, section 214, paragraph 1. 2 and 3, section 215 (3). Paragraph 1, section 218 (1). 2, section 227, paragraph 1. 2, section 228 and 234, section 339 (3). 6, section 340, paragraph 1. 3, § 347, § 349, paragraph. 2 and 3, and sections 354, 356, 357 a, 357 b, and 359 are punished. A company's upholding of dispositions taken in violation of section 206 or § 210 shall be punished by fine. ` ;

196. Section 367 (3). 4, ITREAS :

" Stop. 4. In accordance with Article 4 (4), the rules laid down in Article 4 (1) 3, section 12, paragraph. 2, section 55 (1). Three, section 56, paragraph. 2, section 57, section 71, paragraph 1. 4, section 143, section 172, section 244 (4). 6, section 262, paragraph 1. 6, section 279 (4). 5, section 299 (4). 5, section 318 (f). 5, section 333 (3). 6, and section 372 (2). The penalty shall be subject to penalties for the violation of provisions laid down in the rules. `

§ 2

In the law of certain business operators, cf. Law Order no. 559 of 19. In May 2010, as amended by Section 2 of Law No 516 of 12. June 2009, section 1 of law no. 616 of 14. June 2011, section 3 of law no. 1231 of 18. December 2012 and section 2 of the Law No 1383 of 23. December 2012, the following changes are made :

1. I § 1 inserted after paragraph 1. 2 as new paragraph :

" Stop. 3. Companies with limited responsibilities, cf. Section 3, may be arsoned to the first of the first. In January 2014, pursuant to this law, companies with limited liability cannot be founded and registered under this law. `

Paragraph 3 becomes paragraph 3. 4.

2. § 3, 1. pkt., ITREAS :

' In the case of a company with limited liability, the laws of this law are a cooperative society or association with limited liability where none of the participants shall be liable in person, without limitation and solidarity. ` ;

3. I § 3 pasted as paragraph 2 :

" Stop. 2. For companies with limited liability, which have been set before 1. In January 2014, the law on associations with limited liability shall apply mutatis mutandis to the necessary adjustments. `

4. I § 21 a inserted after paragraph 1. 1 as new paragraph :

" Stop. 2. After that one. In January 2014, new companies will not be created with limited liability as part of a merger. '

Paragraph 2 is then referred to in paragraph 2. 3.

5. I § 21 b inserted after paragraph 1. 1 as new paragraph :

" Stop. 2. After that one. In January 2014, new companies with limited liability cannot be created as part of a split. '

paragraphs 2 and 3 shall then be set out in paragraph 1. 3 and 4.

6. I § 21 c (2) (c) 1, is changed " cf. however, paragraph 1 2 "for :" cf. however, paragraph 1 3 ".

7. I § 21 c inserted after paragraph 1. 1 as new paragraph :

" Stop. 2. After that one. In January 2014, new companies are not able to be created with limited liability registered in Denmark as part of a cross-border merger. `

Paragraph 2 is then referred to in paragraph 2. 3.

8. I § 21 d, paragraph 1 1, is changed " cf. however, paragraph 1 2 "for :" cf. however, paragraph 1 3 ".

9. I § 21 d inserted after paragraph 1. 1 as new paragraph :

" Stop. 2. After that one. In January 2014, new companies are not able to be created with limited liability registered in Denmark as part of a cross-border division. `

Paragraph 2 is then referred to in paragraph 2. 3.

§ 3

In the annual accounting law, cf. Law Order no. 323 of 11. April 2011, as amended in particular by Section 1 of Act 1. 341 of 27. April 2011 and at the latest at Section 4 of Act 4. 1383 of 23. December 2012, the following changes are made :

1. Section 35 (b) (b) 1, ITREAS :

' Stock and anti-party companies in which the subscribed business capital and a possible overhead are not fully repaid,

1) Do not calculate any pare-up capital and not paid for payment as a debit, cf. the definition of assets in Annex 1, C, no. 1, cf. paragraph 2, or

2) regardless of the definition of assets listed in Annex 1, C, no. 1, deducet from an amount equal to not paid for enterprise capital and, where appropriate, not made available to the company capital and the rate of the exchange rate, cf. paragraph 3. "

2. I Section 35 (b) (b) 2 and 3, the following shall be inserted after ' enterprise capital ` shall mean 'and heading' and the 'company capital' : 'and the heading'.

3. After paragraph 35 b is inserted :

" § 35 c. Entrepreneurship shall have at least 25% annual enterprise. of the company ' s surplus to a bottom-up reserve for the establishment of the company ' s capital base until this reserve together with the company chapter represents at least 50,000 kr. This reserve cannot be eliminated with the company deficit or diminished in a different way. However, the reserve must be dissolved or reduced to the extent of increasing the company chapter. ` ;

4. I Appendix 2, Scheme for balance sheets and performance statements, 1. Balance for balance in the account type (accountancy class B, C and D), ACTIVE, OMSÆTNINGSAKTIVER, II. Accounts receivable, no. 6, is inserted after ' Requirements for the payment of company capital ' : ' and heading '.

5. I Appendix 2, Scheme for balance sheets and performance statements, 1. Balance of balance in the balance of accounts (accounting class B, C and D), PASSIVER, EGENCHITAL, IV. Other reserves, no. 4, shall be inserted after ' Reserve for non-paid business capital ' : ' and heading '.

6. I Appendix 2, Scheme for balance sheets and performance statements, 1. Balance of balance in the balance of accounts (accounting class B, C and D), PASSIVER, EGENCHITAL, IV. Other reserves, is inserted after no 4 as new number :

" FIVE. Reserve for entrepreneurship '.

No 5-7 becomes the second paragraph. 6-8.

7. I Appendix 2, Scheme for balance sheets and performance statements, 2. Balance for balancing form (accountancy class B, C and D), OMSÆTNINGSAKTIVER, II. Accounts receivable, no. 6, is inserted after ' Requirements for the payment of company capital ' : ' and heading '.

8. I Appendix 2, Scheme for balance sheets and performance statements, 2. Schematic for balance in the preparation form (accounting class B, C and D), EGENCHITAL, IV. Other reserves, no. 4, shall be inserted after ' Reserve for non-paid business capital ' : ' and heading '.

9. I Appendix 2, Scheme for balance sheets and performance statements, 1. Schematic for balance in the preparation form (accounting class B, C and D), EGENCHITAL, IV. Other reserves, is inserted after no 4 as new number :

" FIVE. Reserve for entrepreneurship '.

No 5-7 becomes the second paragraph. 6-8.

§ 4

In the Act of the Central Business Register, cf. Law Order no. 653 of 15. June 2006, as amended by Section 4 of Act 4. 516 of 12. June 2009 and section 7 of the law. 1231 of 18. December 2012, the following changes are made :

1. Section 11 (1). 3, ITREAS :

" Stop. 3. The Danish Agency may lay down rules that companies registered in the Central Company register should report an e-mail address and changes thereto on which public authorities can contact the company. The Management Board may lay down detailed rules for its use, including the way the e-mail addresses can be used in communications between public authorities and undertakings. The Management Board may lay down rules on reactions in the event of an undertaking ' s failure to report or lack of updating of the company's email address in the Register. It can be determined that the company may not be able to make reports to authorities via www.virk.dk, before the company has reported or updated its email address in the register. '

2. I § 11 pasted as paragraph 6 and 7 :

" Stop. 6. The Danish Business Authority may lay down rules for registration in the Central Company register of foreign entities without a business location in Denmark, which is notified under other legislation, including the allocation of CVR number and whether Payment to cover the administrative costs associated with it.

Paragraph 7. The Danish Business Authority may lay down rules for the information on the number of employees, cf. paragraph 1, no. 9, and paragraph 1. 2, no. 8 registered and maintained in the Central Enterprise Registry. ` ;

3. I § 16 a, 1. pkt., in the case of a change ' that undertakings may or shall be subject to notification and registration of : ' the notification and registration of undertakings '.

4. Section 19 (1). 2, ITREAS :

" Stop. 2. The Danish Agency shall be able to pass on its own data on units which are protected under paragraph 1. 1, if the consignee declares,

1) the desire to protect will be respected,

2) the recipient of the disclosure of information on protected entities for third parties will clearly indicate that the unit is protected, and

3) to obtain a written declaration by a third party that the consignee shall comply with the conditions laid down in this paragraph, by the consignee of the information on protected entities. `

§ 5

Paragraph 1. The Minister for the Industry and Growth Pact provides for the time of the law to enter into force, cf. however, paragraph 1 Two and three. The Minister for the Industry and Growth Minister may, in particular, establish rules that part of the provisions of section 1-4 shall enter into force at different times.

Paragraph 2. The Minister for the Industry and Growth Pact may lay down rules for special transitional arrangements for the establishments covered by the sections 1 and 2 of the law.

Paragraph 3. Administrative requirements issued under the existing provisions shall remain in force until they are amended or repealed.

§ 6

Paragraph 1. The law does not apply to the Faroe Islands and Greenland, cf. however, paragraph 1 2.

Paragraph 2. Section 1-4 may, by means of a royal contraption, be fully or partially set in force for Greenland with the changes in the Greenland conditions.