Consolidated Order of the Act on Investment Broker Companies and Investment Services and Activities

Order consolidating the Act on Investment Broker Companies and Investment Services and Activities1)

Hereby is published the Act on Investment Broker Companies and Investment Services and Activities, cf. Consolidated Act No. 232 of 1 March 2024, with the amendments resulting from Section 10 of Act No. 480 of 22 May 2024, Section 4, items 2-17, of Act No. 481 of 22 May 2024, Section 23 of Act No. 1602 of 17 December 2024, Section 8 of Act No. 1666 of 30 December 2024, Section 14 of Act No. 1668 of 30 December 2024, Section 75 of Act No. 52 of 28 January 2025, and Section 5, items 1, 2, 10, 11, 14-17, 19, 20, 22-24, 26, 28-30 and 32-34, of Act No. 712 of 20 June 2025.

The amendment resulting from Section 4, item 1, of Act No. 481 of 22 May 2024 amending the Act on Financial Business, the Act on Payments, the Capital Markets Act and various other Acts (Supervision pursuant to the Regulation on Digital Operational Resilience in the Financial Sector and the Regulation on Markets for Crypto-Assets, rules on the appointment of an administrative company for the Guarantee Fund and remuneration rules for corporate pension funds), has not been incorporated into this consolidated act, as the amendment was subsequently repealed, cf. Section 17, item 1, of Act No. 1666 of 30 December 2024 amending the Act on Payment Accounts, the Act on Financial Business, the Capital Markets Act, the Act on the National Bank of Denmark and various other Acts (Access to a basic business account for entrepreneurs and associations, supervision pursuant to the Regulation on European Green Bonds and fixed-term appointment of the executive board of the National Bank of Denmark etc.).

The amendments resulting from Section 5, items 3-7, of Act No. 712 of 20 June 2025 amending the Act on Financial Business, the Act on Managers of Alternative Investment Funds etc., the Act on Investment Funds etc., the Money Laundering Act and various other Acts (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for authorisation of credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalisation of the disclosure regulation, modernisation of the rules in the AIFMD-UCITS II directive, strengthening of rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), have not been incorporated into this consolidated act, as these enter into force on 1 January 2026, cf. Section 22, subsection 4, of Act No. 712 of 20 June 2025.

1. The Act contains provisions implementing Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 (IFD), OJ EU 2019, No. L 314, p. 64, parts of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 (MiFID II), OJ EU 2014, No. L 173, p. 349, parts of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 (Shareholders' Rights Directive), OJ EU 2017, No. L 132, p. 1, Directive 2002/87/EC of the European Parliament and of the Council of 16 December 2002 (Conglomerates Directive), OJ EU 2003, No. L 35, p. 1, parts of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 (Accounting Directive), OJ EU 2013, No. L 182, p. 19, Commission Directive 2010/43/EU of 1 July 2010, OJ EU 2010, No. L 176, p. 42, parts of Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 (DGSD), OJ EU 2014, No. L 173, p. 149, parts of Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 (4th Money Laundering Directive), OJ EU 2015, No. L 141, p. 73, OJ EU 2016, No. L 194, p. 1, parts of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 (BRRD), OJ EU 2014, No. L 173, p. 190, Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019 (BRRD II), OJ EU 2019, No. L 150, p. 296, parts of Directive (EU) 2019/878 of 20 May 2019, OJ EU 2019, No. L 150, p. 253, parts of Directive (EU) 2022/2464 of 14 December 2022, OJ EU 2022, No. L 322, p. 15, parts of Directive (EU) 2022/2556 of 14 December 2022, OJ EU 2022, No. L 333, p. 153, parts of Directive (EU) 2023/2864 of 13 December 2023, OJ EU, L of 20 December 2023, and parts of Directive (EU) 2024/1174 of 11 April 2024, OJ EU, L of 22 April 2024. The Act also includes certain provisions from Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 (IFR), OJ EU 2019, No. L 314, p. 1, Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 (MiFIR), OJ EU 2014, No. L 173, p. 84, and Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023, OJ EU, L of 20 December 2023. According to Article 288 of the TFEU, a regulation applies directly in each Member State. The reproduction of these provisions in the Act is therefore solely justified on practical grounds and does not affect the direct validity of the regulations in Denmark. The Act also includes certain provisions from Commission Regulation (EU) No 584/2010 of 1 July 2010, OJ EU 2010, No. L 176, p. 16, Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010, OJ EU 2010, No. L 331, p. 12, and Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010, OJ EU 2010, No. L 331, p. 84.

Danish Official Gazette A 2025 Published on 3 December 2025 18 November 2025. No. 1438. Ministry of Business Affairs, Danish Financial Supervisory Authority, file no. 24-016328 CQ003377

The amendment resulting from Section 5, item 21, of Act No. 712 of 20 June 2025 amending the Act on Financial Business, the Act on Managers of Alternative Investment Funds etc., the Act on Investment Funds etc., the Money Laundering Act and various other Acts (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for authorisation of credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalisation of the disclosure regulation, modernisation of the rules in the AIFMD-UCITS II directive, strengthening of rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), has not been incorporated into this consolidated act, as this enters into force on 1 March 2026, cf. Section 22, subsection 5, of Act No. 712 of 20 June 2025.

The amendments resulting from Section 5, items 25, 27 and 31, of Act No. 712 of 20 June 2025 amending the Act on Financial Business, the Act on Managers of Alternative Investment Funds etc., the Act on Investment Funds etc., the Money Laundering Act and various other Acts (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for authorisation of credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalisation of the disclosure regulation, modernisation of the rules in the AIFMD-UCITS II directive, strengthening of rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), have not been incorporated into this consolidated act, as these enter into force on 2 July 2026, cf. Section 22, subsection 7, of Act No. 712 of 20 June 2025.

The amendments resulting from Section 5, items 8, 9, 12, 13 and 18, of Act No. 712 of 20 June 2025 amending the Act on Financial Business, the Act on Managers of Alternative Investment Funds etc., the Act on Investment Funds etc., the Money Laundering Act and various other Acts (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for authorisation of credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalisation of the disclosure regulation, modernisation of the rules in the AIFMD-UCITS II directive, strengthening of rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), have not been incorporated into this consolidated act, as these enter into force on 10 January 2030, cf. Section 22, subsection 12, of Act No. 712 of 20 June 2025.

Part I General Provisions Chapter 1 Scope General rules on scope Section 1. This Act applies to investment broker companies and undertakings covered by Sections 2-9, cf. however subsections 2 and 3. Subsection 2. Sections 67, 75-78, 80, 81, 94, 97, 101-103, 105-107, 109-113, 120-124, 128 and 129 and rules issued pursuant thereto shall not apply to investment broker companies covered by Section 236 or meeting the conditions in Article 1, subsections 2 and 5, of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms. Subsection 3. Chapters 18-21 shall only apply to investment broker companies that are authorised to provide or perform one or both of the investment services and activities referred to in Annex I, Section A, items 3 and 6. Section 1a. For investment broker companies that have not met all conditions for classification as small and non-interconnected investment broker companies, but subsequently meet the conditions, the requirements set out in this Act and in rules issued pursuant to this Act for investment broker companies that do not meet the conditions for classification as small and non-interconnected investment broker companies shall cease to apply after a period of 6 months from the date on which the conditions are met. The requirements shall cease to apply only after the period referred to in the first sentence if an investment broker company has continuously met all conditions for classification as a small and non-interconnected investment broker company without interruption during this period and has notified the Danish Financial Supervisory Authority thereof. Subsection 2. Investment broker companies that determine that they no longer meet all conditions for classification as small and non-interconnected investment broker companies shall notify the Danish Financial Supervisory Authority thereof and comply with the requirements set out in this Act and in rules issued pursuant to this Act for investment broker companies that do not meet all conditions for classification as small and non-interconnected investment broker companies. The requirements shall be met no later than 12 months after the date on which the classification assessment took place. Subsection 3. The requirements set out in Sections 67, 80, 81, 94, 105, 107 and 109-112 of this Act for investment broker companies that do not meet the conditions for small and non-interconnected investment broker companies shall apply to investment broker companies on an individual and consolidated basis, cf. however subsection 4. Notwithstanding the first sentence, the requirements set out in this Act and in rules issued pursuant to this Act for investment broker companies that do not meet all conditions for classification as small and non-interconnected investment broker companies shall not apply to subsidiaries included in a consolidated situation and established in third countries, if the parent company in the European Union can demonstrate to the Danish Financial Supervisory Authority and other competent authorities in the Union for investment broker companies in the investment broker company group that the application of the requirements set out in this Act is contrary to the legislation of the third country in which these subsidiaries are established. Subsection 4. If the Danish Financial Supervisory Authority has granted permission to apply the group capital test in Article 8 of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms, the requirements set out in this Act and in rules issued pursuant to this Act for investment broker companies that do not meet the conditions for small and non-interconnected investment broker companies shall apply to investment broker companies on an individual basis. Other securities dealers Section 2. For credit institutions and mortgage credit institutions that provide or perform investment services and activities covered by Annex I, Sections 28 and 29, Section 30, subsection 2, item 3, and subsection 4, Sections 45-48, Section 95, subsections 1-5 and 7, and Sections 96 and 108 and rules issued pursuant thereto, as well as Chapters 22-27 shall apply. Subsection 2. For investment management companies and managers of alternative investment funds that provide investment services covered by Annex I, Sections 45-48, Section 95, subsections 1-5 and 7, and Sections 96 and 108 and rules issued pursuant thereto, as well as Chapters 22-27 shall apply. Associated agents established in the country Section 3. For associated agents established in the country, Section 28, subsections 2 and 3, Section 30, subsection 1, subsection 2, items 1 and 2, and subsections 3 and 4, Section 232, Section 233, subsection 4, and Sections 259 and 262-264 and rules issued pursuant to Section 46 shall apply. Investment broker holding companies, mixed holding companies and mixed financial holding companies Section 4. For investment broker holding companies, Section 45, subsection 1, Chapter 8, Sections 67 and 71, Section 75, subsection 4, Sections 77, 78, 94, 99, 104, 107, 109-114, 128-131, 133, 136 and 138-142, Chapter 16, Sections 182, 183 and 186, Section 198, subsection 1, Sections 213, 216, 218, 219, 221-226, 228-230 and 232-235, Section 238, subsection 3, Section 242, subsections 1, 2 and 4-7, and Sections 244, 247, 248, 253, 259-273, 275 and 287 and rules issued pursuant thereto shall apply. Subsection 2. For mixed holding companies, Sections 131, 138-142, 182, 183 and 186, Section 192, subsection 5, item 13, Section 198, subsection 1, and Sections 213, 216, 218, 219, 221-224, 232, 253, 259-264, 266-273 and 275 shall apply. Subsection 3. For mixed financial holding companies, Section 75, subsection 4, and Sections 219, 221, 223, 224, 232, 233, 253, 259-264, 266-273 and 275 shall apply. EU/EEA undertakings Section 5. For branches of investment firms, credit institutions and administrative companies that have been granted authorisation to provide or perform investment services and activities in a country within the European Union or in a country with which the Union has concluded an agreement in the financial field, Sections 219, 219a, 221, 223, 229, 232-235, 247, 249-252, 259-274, 277 and 287 shall apply. For branches of investment firms, Sections 38 and 40 shall also apply. Subsection 2. Subsection 1 shall also apply to investment firms and credit institutions that carry out activities in the country through associated agents established in the country. Section 6. For cross-border provision of investment services and activities carried out in the country by investment firms, credit institutions and administrative companies that have been granted authorisation to provide or perform investment services and activities in a country within the European Union or in a country with which the Union has concluded an agreement in the financial field, Sections 219a, 251, 252, 259 and 262-264 shall apply. For investment firms, Section 39 shall also apply. Third-country undertakings Section 7. For branches in the country of investment firms that have been granted authorisation to provide or perform investment services and activities with or without ancillary services in a country outside the European Union, with which the Union has not concluded an agreement in the financial field, Sections 43-48 and 94, Section 95, subsections 1, 2 and 7, and Sections 96 and 108 and rules issued pursuant thereto shall apply. The Companies Act provisions on branches of foreign limited liability companies shall also apply. Subsection 2. For branches in the country of credit institutions that have been granted authorisation to provide or perform investment services and activities with or without ancillary services in a country outside the European Union, with which the Union has not concluded an agreement in the financial field, and that have been granted authorisation by the Danish Financial Supervisory Authority pursuant to the Act on Financial Business, Sections 44-48 and 94, Section 95, subsections 1, 2 and 7, and Sections 96 and 108 and rules issued pursuant thereto shall apply. Subsection 3. The Act shall otherwise apply to the branches referred to in subsections 1 and 2 with the deviations that the branch relationship necessitates. Subsection 4. For investment firms and credit institutions that have been granted authorisation to provide or perform investment services and activities with or without ancillary services in a country outside the European Union, with which the Union has not concluded an agreement in the financial field, and that carry out such activity in the country to retail customers or customers who may be treated as professional customers upon request, Section 42 shall apply. Section 8. For cross-border provision of investment services and activities with or without ancillary services carried out in the country by investment firms that have been granted authorisation in a country outside the European Union, with which the Union has not concluded an agreement in the financial field, and for which country the European Commission has not adopted a decision as referred to in Article 47, subsection 1, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or where such decision is no longer valid, Sections 41, 45-48, 232, 247, 259 and 262-264, Section 265, subsections 2 and 3, Section 267, subsections 1 and 2, and Section 272, subsection 1, and rules issued pursuant thereto and pursuant to Section 96, subsection 2, shall apply. Subsection 2. For cross-border provision of investment services and activities with or without ancillary services provided or performed in the country by credit institutions that have been granted authorisation in a country outside the European Union, with which the Union has not concluded an agreement in the financial field, and for which country the European Commission has not adopted a decision as referred to in Article 47, subsection 1, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or where such decision is no longer valid, and that have been granted authorisation by the Danish Financial Supervisory Authority pursuant to the Act on Financial Business, Sections 45-48, 232, 247, 259 and 262-264, Section 265, subsections 2 and 3, Section 267, subsections 1 and 2, and Section 272, subsection 1, and rules issued pursuant thereto and pursuant to Section 96, subsection 2, shall apply. Suppliers and subcontractors Section 9. For suppliers and subcontractors to outsourcing undertakings, Section 232, Section 233, subsection 4, and Sections 259 and 262-264 shall apply. Chapter 2 Definitions Section 10. In this Act, the following shall apply:

1. Small and non-interconnected investment broker companies: The investment broker companies that meet the conditions in Article 12, subsection 1, of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.
2. Investment services and activities: The services and activities referred to in Annex I, Section A, in connection with the instruments referred to in Annex 2.
3. Ancillary services: The services referred to in Annex I, Section B.
4. Financial instruments: The instruments listed in Annex 2.
5. Investment firm: A foreign legal or natural person whose regular occupation or business consists of providing or performing investment services and activities for third parties on a professional basis.
6. Credit institution: A foreign legal person whose business consists of receiving deposits or other repayable funds from the public and granting loans for its own account.
7. Start-up capital: The capital that must be present to receive authorisation as an investment broker company.
8. Solvency need: The requirement set in accordance with Section 120.
9. Capital requirement: The requirement set in accordance with Section 121.
10. Capital base requirement: The requirement set out in Part Three, Section I, of Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms.
11. Branch: Another place of business than the head office, which constitutes a non-independent part of an investment broker company or an investment firm, and which provides or performs investment services and activities with or without ancillary services in accordance with the relevant investment broker company's or investment firm's authorisation.
12. Associated agent: A natural or legal person that, under the unconditional responsibility of only one investment broker company, one credit institution, one mortgage credit institution, one investment firm or one credit institution, on whose behalf dealings are conducted with customers or potential customers, markets investment services and activities and ancillary services, receives and transmits customers' instructions or orders regarding investment services and activities or financial instruments, places financial instruments or advises customers or potential customers on such financial instruments or services.
13. Subsidiary: An undertaking over which a parent undertaking exercises controlling influence.
14. Parent undertaking: An undertaking that has one or more subsidiaries.
15. Group: A parent undertaking with one or more subsidiaries, cf. Section 11.
16. Narrow links: a) Direct or indirect links of the type referred to in item 15, b) capital interests, meaning a company's direct or indirect holding of 20 per cent or more of the voting rights or capital in a company, or c) several companies' or persons' joint link, cf. letter a), to a company.
17. Consolidated situation: The situation resulting from the application of the requirements in Regulation (EU) No 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms in accordance with Article 7 on a parent investment firm in the European Union, parent investment holding company in the European Union or mixed financial parent holding company in the European Union, as if this company together with all investment firms, financing institutions, ancillary service undertakings and associated agents in the investment firm group formed a single investment firm. For the purpose of this definition, the terms investment firm, financing institution, ancillary service undertaking and associated agent shall also apply to undertakings established in third countries that, had they been established in the European Union, would meet the definitions of these terms.
18. Consolidated level: On the basis of the consolidated situation.
19. Associated undertaking: An undertaking in which an investment broker company and its subsidiaries hold capital shares and exercise significant influence on the undertaking's operational and financial management, but which is not a subsidiary of the investment broker company. An investment broker company and its subsidiaries are presumed to exercise significant influence if they together hold 20 per cent or more of the voting rights.
20. Investment broker holding company: A financing institution, the subsidiaries of which exclusively