Order on Registration and Publication of Owner Information in the Danish Business Authority

Order on Registration and Publication of Owner Information in the Danish Business Authority

Pursuant to Section 12, subsections 1 and 2, Section 55, subsection 3, Section 56, subsection 2, item 3, Section 57a, subsection 6, Section 58a, and Section 367, subsection 4, of the Companies Act (Selskabsloven), cf. Statutory Order No. 1089 of 14 September 2015, as amended by Act No. 262 of 16 March 2016, Section 15f and Section 23, subsection 2, of the Act on Certain Business Enterprises, cf. Statutory Order No. 1295 of 15 November 2013, as amended by Act No. 739 of 1 June 2015 and Act No. 262 of 16 March 2016, Section 21a, subsection 4, of Act No. 246 of 25 June 2014 on Business Foundations, as amended by Act No. 262 of 16 March 2016, Section 17a of the Act on the European Company (SE Act), cf. Statutory Order No. 654 of 15 June 2006, as amended by Act No. 262 of 16 March 2016, Section 14a, subsection 5, of the Act on the European Cooperative Society (SCE Act), as amended by Act No. 262 of 16 March 2016, Section 1a, subsection 4, of the Act on the Administration of European Economic Interest Grouping Regulations, cf. Statutory Order No. 281 of 17 April 1997, as amended by Act No. 262 of 16 March 2016, Section 23, subsection 6, Section 81b, subsection 4, Section 85a, subsection 4, and Section 336a, subsection 4, of the Financial Business Act, cf. Statutory Order No. 174 of 31 January 2017, as amended by Act No. 262 of 16 March 2016, Section 68, subsection 5, of the Act on Supervision of Company Pension Funds, cf. Statutory Order No. 953 of 14 August 2015, as amended by Act No. 262 of 16 March 2016, Section 136a, subsection 5, of the Act on Alternative Investment Fund Managers, cf. Statutory Order No. 1074 of 6 July 2016, as amended by Act No. 262 of 16 March 2016, Section 14a, subsection 5, of the Act on Investment Funds, cf. Statutory Order No. 1051 of 25 August 2015, as amended by Act No. 262 of 16 March 2016, Section 11a, subsection 2, of the Act on the Central Business Register, cf. Statutory Order No. 653 of 15 June 2006, as amended by Act No. 262 of 16 March 2016, and Section 4, subsection 4, and Section 52, subsection 4, of the Act on Foundations and Certain Associations, cf. Statutory Order No. 938 of 20 September 2012, as amended by Act No. 262 of 16 March 2016, is hereby ordered:

Chapter 1 Owner Information in Companies Covered by the Companies Act

Legal Owners Notification to the Capital Company of Significant Shareholdings

Section 1. Pursuant to Section 55, subsection 1, of the Companies Act, any person holding share capital in a capital company must notify the company of significant shareholdings. The notification must be given to the company no later than 2 weeks after one of the thresholds in Section 55, subsection 1, of the Companies Act is reached or no longer reached. The company enters the information in the register of shareholders.

Subsection 2. The capital owner's notification to the company must contain the information set out in Section 56, subsection 2, of the Companies Act.

Section 2. Any person holding shares admitted to trading on a regulated market or on a multilateral trading facility, and who, pursuant to the Order on Major Shareholders, cf. Order No. 1256 of 4 November 2015, is not subject to the obligation to give notification under Section 29 of the Securities Trading Act, cf. Statutory Order No. 1530 of 2 December 2015, is not subject to the obligation to notify the joint-stock company of significant shareholdings under Section 55, subsection 1, of the Companies Act, subject to subsection 2.

Subsection 2. Notwithstanding subsection 1, notification must be given under Section 55, subsection 1, of the Companies Act if the holding threshold of 100 percent is reached or no longer reached.

Registration of Significant Shareholdings

Section 3. When establishing a capital company, registration must be made no later than simultaneously with the registration of the company in the Danish Business Authority's IT system of the company's capital owners who hold significant shareholdings, cf. Section 1, subsection 1, or registration must be made that the company has no capital owners holding such significant shareholdings.

Subsection 2. The capital company must furthermore register any changes to the information covered by subsection 1 as soon as possible, including that the thresholds in Section 1, subsection 1, are reached or no longer reached.

Subsection 3. If a capital company establishes that it no longer has capital owners holding significant shareholdings in the company, this fact must be registered in the Danish Business Authority's IT system as soon as possible.

Chapter 2 Registration of Minor Holdings of Bearer Shares

Section 4. A purchaser of one or more bearer shares in a joint-stock company, which collectively hold less than 5 percent of the company's share capital's voting rights or less than 5 percent of the company's share capital, must register themselves in the Danish Business Authority's IT system no later than 2 weeks after the acquisition, subject to Section 57a, subsection 4, of the Companies Act.

Subsection 2. The registration pursuant to subsection 1 must contain the information set out in Section 57a, subsection 2, of the Companies Act.

Subsection 3. Upon transfer of one or more bearer shares registered pursuant to subsection 1, it must be registered in the Danish Business Authority's IT system no later than 2 weeks after the transfer that the transferor no longer holds the shares, and the date of the transfer must be registered, subject to Section 57a, subsection 4, of the Companies Act.

Chapter 3 Beneficial Owners

Section 5. Capital companies, including companies carrying out activities covered by the Financial Business Act, must obtain information about the company's beneficial owners, including information about the beneficial owners' rights, cf. Section 58a, subsection 1, of the Companies Act.

Subsection 2. The rights may include the following:

1. Share capital in the capital company, owned directly or indirectly, including potential share capital, and possibly which class they belong to.
2. Control by other means.

Section 6. The capital company must register the beneficial owners and the information about what the beneficial ownership consists of in the Danish Business Authority's IT system, cf. Section 5, subsection 2. The date of the beneficial ownership's entry and possible termination must also be registered.

Subsection 2. If a person holds share capital, the total number of share capital divided into voting rights and capital must be registered. The holding includes:

1. Share capital, if the voting right belongs to a company that the person controls.
2. Share capital that the person has pledged as security, unless the pledgee holds the voting right and declares an intention to exercise it.

Subsection 3. If share capital is owned through a chain of controlled companies, this information must be registered.

Subsection 4. If the capital company has no or cannot identify beneficial owners, the company's management shall be registered as beneficial owners. Subsequent changes to the management composition, registered in the Danish Business Authority's IT system, will automatically be transferred to the information about beneficial owners.

Subsection 5. The capital company must register the information about beneficial owners in the Danish Business Authority's IT system as soon as possible after the company has become aware that a person has become a beneficial owner and after any changes to the information that is registered.

Chapter 4 Owner Information in Enterprises Covered by the Act on Certain Business Enterprises

Legal Owners Notification to the Limited Partnership of Significant Ownership Interests

Section 7. Pursuant to Section 55, subsection 1, of the Companies Act, cf. Section 15f of the Act on Certain Business Enterprises, any person holding ownership interests in a limited partnership, which is subject to registration pursuant to Section 2, subsection 3, second sentence, of the Act on Certain Business Enterprises, must notify the limited partnership of significant ownership interests. The notification must be given to the limited partnership no later than 2 weeks after one of the thresholds in Section 55, subsection 1, of the Companies Act is reached or no longer reached.

Subsection 2. The owner's notification to the limited partnership must contain the information set out in Section 56, subsection 2, of the Companies Act, cf. Section 15f of the Act on Certain Business Enterprises.

Section 8. Any person holding ownership interests admitted to trading on a regulated market or on a multilateral trading facility, and who, pursuant to the Order on Major Shareholders, cf. Order No. 1256 of 4 November 2015, is not subject to the obligation to give notification under Section 29 of the Securities Trading Act, cf. Statutory Order No. 1530 of 2 December 2015, is not subject to the obligation to notify the limited partnership of significant ownership interests under Section 55, subsection 1, of the Companies Act, cf. Section 15f of the Act on Certain Business Enterprises, subject to subsection 2.

Subsection 2. Notwithstanding subsection 1, notification must be given under Section 55, subsection 1, of the Companies Act, cf. Section 15f of the Act on Certain Business Enterprises, if the holding threshold of 100 percent is reached or no longer reached.

Registration of Significant Ownership Interests

Section 9. When establishing a limited partnership, which is subject to registration pursuant to Section 2, subsection 3, second sentence, of the Act on Certain Business Enterprises, registration must be made no later than simultaneously with the registration of the company of the company's owners who hold significant ownership interests, cf. Section 4, subsection 1, or registration must be made that the company has no owners holding such significant ownership interests.

Subsection 2. The limited partnership must furthermore register any changes to the information covered by subsection 1 as soon as possible, including that the thresholds in Section 55, subsection 1, of the Companies Act, cf. Section 15f of the Act on Certain Business Enterprises, are reached or no longer reached.

Subsection 3. If a limited partnership establishes that it no longer has owners holding significant ownership interests in the company, this fact must be registered in the Danish Business Authority's IT system as soon as possible.

Chapter 5 Beneficial Owners

Section 10. General partnerships, limited partnerships, and limited liability companies must obtain information about the company's beneficial owners, including information about the beneficial owners' rights, cf. Section 15g, subsection 1, of the Act on Certain Business Enterprises.

Subsection 2. The rights may include the following:

1. Ownership interests in the company, owned directly or indirectly.
2. Control by other means.

Section 11. The company must register the beneficial owners and the information about what the beneficial ownership consists of in the Danish Business Authority's IT system, cf. Section 10, subsection 2. The date of the beneficial ownership's entry and possible termination must also be registered.

Subsection 2. If a person holds ownership interests, the total number of ownership interests divided into voting rights and capital must be registered. The holding includes:

1. Ownership interests, if the voting right belongs to a company that the person controls.
2. Ownership interests that the person has pledged as security, unless the pledgee holds the voting right and declares an intention to exercise it.

Subsection 3. If ownership interests are owned through a chain of controlled companies, this information must be registered.

Subsection 4. If the company has no or cannot identify beneficial owners, the company's daily management shall be registered as beneficial owners. Subsequent changes to the management composition, registered in the Danish Business Authority's IT system, in companies that have a registered management consisting of natural persons, will automatically be transferred to the information about beneficial owners. General partnerships and limited partnerships that do not have a management consisting of natural persons registered in the Danish Business Authority's IT system must register the natural person or persons who manage the company as beneficial owners.

Subsection 5. The company must register the information about beneficial owners in the Danish Business Authority's IT system as soon as possible after the company has become aware that a person has become a beneficial owner and after any changes to the information that is registered.

Chapter 6 Owner Information in Foundations Covered by the Act on Business Foundations

Beneficial Owners

Section 12. Business foundations must obtain information about the foundation's beneficial owners, including information about the beneficial owners' rights, cf. Section 21a, subsection 1, of the Act on Business Foundations.

Section 13. The foundation must register the beneficial owners and the information about what the beneficial ownership consists of in the Danish Business Authority's IT system, cf. Section 12, subsection 2. The date of the beneficial ownership's entry and possible termination must also be registered. For foundations established no later than 23 May 2017, the registration date of the beneficial ownership may be registered if the date of the beneficial ownership cannot be established.

Subsection 2. For the foundation's board, information about rights shall not be registered, unless the individual members of the board are considered beneficial owners in other respects.

Subsection 3. The foundation must register the name of the group of persons in whose main interest the foundation was established or operates, if the individuals benefiting from the foundation's distributions are not yet known.

Subsection 4. The first time the foundation's board must be registered as beneficial owners, the foundation must register the information in the Danish Business Authority's IT system. Subsequent changes to the board composition, registered, will automatically be transferred to the information about beneficial owners.

Chapter 7 Owner Information in SE Companies Covered by the Act on the European Company (SE Act)

Beneficial Owners

Section 14. SE companies must obtain information about the company's beneficial owners, including information about the beneficial owners' rights, cf. Section 17a, subsection 1, of the SE Act.

Subsection 2. The rights may include the following:

1. Share capital in the SE company, owned directly or indirectly, including potential share capital and possibly which class they belong to.
2. Control by other means.

Section 15. The SE company must register the beneficial owners and the information about what the beneficial ownership consists of in the Danish Business Authority's IT system, cf. Section 14, subsection 2. The date of the beneficial ownership's entry and possible termination must also be registered.

Subsection 2. If a person holds share capital, the total number of share capital divided into voting rights and capital must be registered. The holding includes:

1. Share capital, if the voting right belongs to a company that the person controls.
2. Share capital that the person has pledged as security, unless the pledgee holds the voting right and declares an intention to exercise it.

Subsection 3. If share capital is owned through a chain of controlled companies, this information must be registered.

Subsection 4. If the SE company has no or cannot identify beneficial owners, the company's daily management shall be registered as beneficial owners. Subsequent changes to the management composition, registered in the Danish Business Authority's IT system, will automatically be transferred to the information about beneficial owners.

Subsection 5. The SE company must register the information about beneficial owners in the Danish Business Authority's IT system as soon as possible after the company has become aware that a person has become a beneficial owner and after any changes to the information that is registered.

Chapter 8 Owner Information in SCE Companies Covered by the Act on the European Cooperative Society (SCE Act)

Beneficial Owners

Section 16. SCE companies must obtain information about the cooperative society's beneficial owners, including information about the beneficial owners' rights, cf. Section 14a, subsection 1, of the SCE Act.

Subsection 2. The rights may include the following:

1. Ownership interests in the company, owned directly or indirectly.
2. Control by other means.

Section 17. The SCE company must register the beneficial owners and the information about what the beneficial ownership consists of in the Danish Business Authority's IT system, cf. Section 16, subsection 2. The date of the beneficial ownership's entry and possible termination must also be registered.

Subsection 2. If a person holds ownership interests, the total number of ownership interests divided into voting rights and capital must be registered. The holding includes:

1. Ownership interests, if the voting right belongs to a company that the person controls.
2. Ownership interests that the person has pledged as security, unless the pledgee holds the voting right and declares an intention to exercise it.

Subsection 3. If ownership interests are owned through a chain of controlled companies, this information must be registered.

Subsection 4. If the cooperative society has no or cannot identify beneficial owners, the company's daily management shall be registered as beneficial owners. Subsequent changes to the management composition, registered in the Danish Business Authority's IT system, will automatically be transferred to the information about beneficial owners.

Subsection 5. The SCE company must register the information about beneficial owners in the Danish Business Authority's IT system as soon as possible after the company has become aware that a person has become a beneficial owner and after any changes to the information that is registered.

Chapter 9 Owner Information in Companies Covered by the Act on the Administration of the European Economic Community's Regulations on the Introduction of European Economic Interest Groupings

Beneficial Owners

Section 18. European Economic Interest Groupings must obtain information about the company's beneficial owners, including information about the beneficial owners' rights, cf. Section 1a, subsection 1, of the Act on the Administration of the European Economic Community's Regulations on the Introduction of European Economic Interest Groupings.

Subsection 2. The rights may include the following:

1. Ownership interests in the company, owned directly or indirectly.
2. Control by other means.

Section 19. European Economic Interest Groupings must register the beneficial owners and the information about what the beneficial ownership consists of in the Danish Business Authority's IT system, cf. Section 18, subsection 2. The date of the beneficial ownership's entry and possible termination must also be registered.

Subsection 2. If a person holds ownership interests, the total number of ownership interests divided into voting rights and capital must be registered. The holding includes:

1. Ownership interests, if the voting right belongs to a company that the person controls.
2. Ownership interests that the person has pledged as security, unless the pledgee holds the voting right and declares an intention to exercise it.

Subsection 3. If ownership interests are owned through a chain of controlled companies, this information must be registered.

Subsection 4. If the company has no or cannot identify beneficial owners, the company's daily management shall be registered as beneficial owners. European Economic Interest Groupings that do not have a management consisting of natural persons registered in the Danish Business Authority's IT system must register the natural person or persons who manage the company as beneficial owners. Subsequent changes to the management composition, registered in the Danish Business Authority's IT system, will automatically be transferred to the information about beneficial owners.

Subsection 5. The company must register the information about beneficial owners in the Danish Business Authority's IT system as soon as possible after the company has become aware that a person has become a beneficial owner and after any changes to the information that is registered.

Chapter 10 Owner Information in Certain Companies Covered by the Financial Business Act

Beneficial Owners

Section 20. Savings banks and savings institutions must obtain information about the savings bank's or savings institution's beneficial owners, including information about the beneficial owners' rights, cf. Section 81b, subsection 1, and Section 336a, subsection 1, of the Financial Business Act.

Subsection 2. The rights may include the following:

1. Capital holdings in the company, owned directly or indirectly, including potential share capital, and possibly which class they belong to.
2. Control by other means.

Section 21. Mutual insurance companies, cross-sectoral pension funds, and cooperative banks must obtain information about the company's beneficial owners, including information about the beneficial owners' rights, cf. Section 23, subsections 3-6, and Section 85b, subsection 1, of the Financial Business Act.

Subsection 2. The rights may include the following:

1. Ownership interests in the company, owned directly or indirectly.
2. Control by other means.

Section 22. The company must register the beneficial owners and the information about what the beneficial ownership consists of in the Danish Business Authority's IT system, cf. Section 20, subsection 2, or Section 21, subsection 2. The date of the beneficial ownership's entry and possible termination must also be registered.

Subsection 2. If a person holds ownership interests, the total number of ownership interests divided into voting rights and capital must be registered. The holding includes:

1. Ownership interests, if the voting right belongs to a company that the person controls.
2. Ownership interests that the person has pledged as security, unless the pledgee holds the voting right and declares an intention to exercise it.

Subsection 3. If ownership interests are owned through a chain of controlled companies, this information must be registered.

Subsection 4. If the company has no or cannot identify beneficial owners, the company's management shall be registered as beneficial owners. Subsequent changes to the management composition, registered in the Danish Business Authority's IT system, will automatically be transferred to the information about beneficial owners.

Subsection 5. The company must register the information about beneficial owners in the Danish Business Authority's IT system as soon as possible after the company has become aware that a person has become a beneficial owner and after any changes to the information that is registered.

Chapter 11 Owner Information in Pension Funds Covered by the Act on Supervision of Company Pension Funds

Beneficial Owners

Section 23. Company pension funds must obtain information about the pension fund's beneficial owners, including information about the beneficial owners' rights, cf. Section 68, subsections 2-5, of the Act on Supervision of Company Pension Funds.

Section 24. The company pension fund must register the beneficial owners and the information about what the beneficial ownership consists of in the Danish Business Authority's IT system, cf. Section 23, subsection 2. The date of the beneficial ownership's entry and possible termination must also be registered.

Subsection 2. If a person holds ownership interests, the total number of ownership interests divided into voting rights and capital must be registered. The holding includes:

1. Ownership interests, if the voting right belongs to a company that the person controls.
2. Ownership interests that the person has pledged as security, unless the pledgee holds the voting right and declares an intention to exercise it.

Subsection 3. If ownership interests are owned through a chain of controlled companies, this information must be registered.

Subsection 4. If the company pension fund has no or cannot identify beneficial owners, the company pension fund's management shall be registered as beneficial owners. For company pension funds where there is no management, the board shall be registered as beneficial owners. Subsequent changes to the management composition, registered in the Danish Business Authority's IT system, will automatically be transferred to the information about beneficial owners.

Subsection 5. The company pension fund must register the information about beneficial owners in the Danish Business Authority's IT system as soon as possible after the company has become aware that a person has become a beneficial owner and after any changes to the information that is registered.

Chapter 12 Owner Information in Investment Funds Covered by the Act on Alternative Investment Fund Managers

Beneficial Owners

Section 25. Investment funds must obtain information about the investment fund's beneficial owners, including information about the beneficial owners' rights, cf. Section 136a, subsection 1, first sentence, of the Act on Alternative Investment Fund Managers.

Subsection 2. The rights may include the following:

1. Ownership interests in the investment fund, owned directly or indirectly.
2. Control by other means.

Section 26. The investment fund must register the beneficial owners and the information about what the beneficial ownership consists of in the Danish Business Authority's IT system, cf. Section 25, subsection 2. The date of the beneficial ownership's entry and possible termination must also be registered.

Subsection 2. If a person holds ownership interests, the total number of ownership interests divided into voting rights and capital must be registered. The holding includes:

1. Ownership interests, if the voting right belongs to a company that the person controls.
2. Ownership interests that the person has pledged as security, unless the pledgee holds the voting right and declares an intention to exercise it.

Subsection 3. If ownership interests are owned through a chain of controlled companies, this information must be registered.

Subsection 4. If the investment fund has no or cannot identify beneficial owners, the investment fund's management shall be registered as beneficial owners. Subsequent changes to the management composition, registered in the Danish Business Authority's IT system, will automatically be transferred to the information about beneficial owners.

Subsection 5. The investment fund must register the information about beneficial owners in the Danish Business Authority's IT system as soon as possible after the fund has become aware that a person has become a beneficial owner and after any changes to the information that is registered.