Danish Act on Capital Markets

Act on Capital Markets 1)

This Act on Capital Markets, cf. Consolidated Act No. 652 of 10 June 2025, is hereby promulgated with the amendments resulting from Section 6, items 3-5, 7-10, 13-18, 20, 23-36, 38-44, 47, 49-51, 54 and 55, of Act No. 712 of 20 June 2025.

The amendment resulting from Section 6, item 37, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers 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 structures, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of the 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.), is not 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 amendment resulting from Section 6, item 56, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers 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 structures, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of the 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.), is not incorporated into this consolidated act, as this enters into force on 2 July 2026, cf. Section 22, subsection 7, of Act No. 712 of 20 June 2025.

1. The Act contains provisions implementing Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998, OJ 1998, No. L 166, page 45, Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001, OJ 2001, No. L 184, page 1, Directive 2002/47/EC of the European Parliament and of the Council of 14 June 2002, OJ 2002, No. L 168, page 43, as amended by Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020, OJ 2021, No. L 22, page 1, parts of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004, OJ 2004, No. L 142, page 12, as amended by Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023, OJ, L of 20 December 2023, parts of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004, OJ 2004, No. L 390, page 38, parts of Commission Directive 2007/14/EC of 8 March 2007 laying down implementing provisions for certain provisions of Directive 2004/109/EC, OJ, No. L 69, page 27, parts of Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007, OJ 2007, No. L 184, page 17, as amended by Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020, OJ 2021, No. L 22, page 1, Directive 2009/44/EC of the European Parliament and of the Council of 6 May 2009, OJ 2009, No. L 146, page 37, parts of Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010, OJ 2010, No. L 327, page 1, parts of Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013, OJ 2013, No. L 294, page 13, Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014, OJ 2014, No. L 173, page 349, as amended by Directive (EU) 2019/2177 of the European Parliament and of the Council of 18 December 2019, OJ 2019, No. L 334, page 155, and Directive (EU) 2021/338 of the European Parliament and of the Council of 16 February 2021, OJ 2021, No. L 68, page 14, Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023, OJ, L of 20 December 2023, parts of Directive 2017/828/EU of the European Parliament and of the Council of 17 May 2017, OJ 2017, No. L 132, page 1, parts of Directive 2019/879/EU of the European Parliament and of the Council of 20 May 2019 (BRRD II), OJ 2019, No. L 150, page 296, and parts of Directive 2022/2556/EU of the European Parliament and of the Council of 14 December 2022, OJ 2022, No. L 333, page 153-163. Certain provisions from Commission Regulation No. 1031/2010/EU of 12 November 2010, OJ 2010, No. L 302, page 1, Regulation No. 236/2012/EU of the European Parliament and of the Council of 14 March 2012, OJ 2012, No. L 86, page 1, parts of Regulation No. 648/2012/EU of the European Parliament and of the Council of 4 July 2012, OJ 2012, No. L 201, page 1, Regulation No. 600/2014 of the European Parliament and of the Council of 15 May 2014, OJ 2014, No. L 173, page 84, as amended by Regulation (EU) 2019/2175 of the European Parliament and of the Council of 18 December 2019, OJ 2019, No. L 334, page 1, Regulation No. 909/2014 of the European Parliament and of the Council of 23 July 2014, OJ, No. L 257, page 1, and Regulation No. 596/2014/EU of the European Parliament and of the Council of 16 April 2014, OJ 2014, No. L 173, page 1, have been included in the Act. According to Article 288 of the TFEU, a regulation applies immediately in each Member State. The reproduction of these provisions in the Act is solely justified by practical considerations and does not affect the immediate validity of the regulations in Denmark.

Official Gazette A 2025 Published on 5 December 2025 18 November 2025. No. 1493. Ministry of Industry, Danish Financial Supervisory Authority, ref. no. 25-017769 CQ003386

The amendments resulting from Section 6, items 2, 11, 45, 52 and 53, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers 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 structures, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of the 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.), are not incorporated into this consolidated act, as these enter into force on 10 July 2026, cf. Section 22, subsection 8, of Act No. 712 of 20 June 2025.

The amendment resulting from Section 6, item 6, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers 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 structures, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of the 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.), is not incorporated into this consolidated act, as this enters into force on 1 January 2027, cf. Section 22, subsection 9, of Act No. 712 of 20 June 2025.

The amendments resulting from Section 6, items 1, 12, 19, 21, 22, 46 and 48, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers 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 structures, allocation of responsibility and reporting lines, clearer rules for permits for credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening of the 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.), are not 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.

Section I General Provisions Chapter 1 Scope and Definitions Scope Section 1. This Act applies to actors and behavior on the capital markets. Subsection 2. The rules in Chapter 4 apply to representatives in connection with bond issuances, where the representative is registered in the Danish Financial Supervisory Authority's register of representatives in accordance with Section 19, and where the issuance is marketed or intended to be marketed to Danish investors, the issuer is a company with a registered domicile in Denmark, or the issuance otherwise has a close connection to Denmark. Section 18, subsection 1, also applies to other negotiable debt instruments than bonds. Subsection 3. The rules in Chapter 5 apply to issuers that have Denmark as their home country and whose negotiable securities are admitted to trading on a regulated market in a country within the European Union or in a country with which the Union has concluded an agreement in the financial area. Chapter 5 also applies with the necessary adaptations to issuers that have their home country in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, and whose negotiable securities are only admitted to trading on a regulated market in this country and not in the issuer's home country. For Section 31, however, only the requirement to notify about rights to exercise voting rights applies to the issuers mentioned in the second sentence. Chapter 5 does not apply to negotiable securities issued by open-ended collective investment undertakings. Subsection 4. The rules in Chapter 7 apply to:

1. Possession of shares issued by a company that has Denmark as its home country, cf. Section 21, and where the company has one or more share classes admitted to trading on a regulated market in Denmark, a country within the European Union or a country with which the Union has concluded an agreement in the financial area, except for shares issued by open-ended collective investment undertakings.
2. Possession of financial instruments where one or more underlying shares are issued by a company mentioned in item 1. Subsection 5. The rules in Chapter 8 apply to:
3. Persons who have acquired control in a company that has one or more share classes admitted to trading on a regulated market.
4. Persons who make a voluntary takeover bid with a view to obtaining control in a company that has one or more share classes admitted to trading on a regulated market.
5. The company in which control is obtained or sought to be obtained, cf. items 1 and 2. Subsection 6. The rules in Chapter 24 apply to fund broker companies that have their home country in Denmark. The rules in Chapter 25 apply to fund broker companies that are subject to the rules on systematic internalizers. Subsection 7. The rules in Chapter 31 apply to netting that takes place in securities settlement systems and payment systems. Subsection 8. The rules in Chapter 32 apply to registered payment systems. Subsection 9. The rules in Chapter 32a apply to IT operators of retail payment systems. Subsection 10. The rules in Chapter 36 apply to agreements on financial collateral and to collateral when it is provided. Collateral is considered provided when the relevant collateral action has been taken. Sections 206-209, however, apply regardless of whether an agreement on final settlement or ongoing netting has been entered into as part of an agreement on financial collateral. Subsection 11. The rules in Sections 203-208 do not apply to restrictions on the enforcement of agreements on financial collateral or restrictions on the effect of an agreement on financial collateral and final settlement or set-off provisions imposed in accordance with Chapters 5, 6 and 10 of the Act on Restructuring and Resolution of Certain Financial Businesses or in accordance with Part V, Chapter III, Section 3, or Chapter IV of Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a recovery and resolution framework for central counterparties.

Section 2. The rules for fund broker companies, cf. Section 13, subsection 2, of the Act on Fund Broker Companies and Investment Services and Activities, also apply to:

1. Companies that have permission as a credit institution under Section 7, subsection 1, of the Act on Financial Business, and that carry out activities as mentioned in Annex 1, Section A, of the Act on Fund Broker Companies and Investment Services and Activities.
2. Companies that have permission as a mortgage credit institution under Section 8, subsection 1, of the Act on Financial Business, and that carry out activities as mentioned in Annex 1, Section A, of the Act on Fund Broker Companies and Investment Services and Activities.
3. Credit institutions that have been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, if the institution or company lawfully carries out trading in financial instruments either through a branch or by providing services in this country, cf. Sections 30 and 31 of the Act on Financial Business.
4. Credit institutions that have been granted permission in a country outside the European Union, with which the Union has not concluded an agreement in the financial area, and that lawfully carry out trading in financial instruments either through a branch or by providing services in this country, cf. Section 1, subsection 3, and Section 33 of the Act on Financial Business.
5. Investment firms that have been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, if the company lawfully carries out trading in financial instruments either through a branch or by providing services in this country, cf. Sections 38 and 39 of the Act on Fund Broker Companies and Investment Services and Activities.
6. Investment firms that have been granted permission in a country outside the European Union, with which the Union has not concluded an agreement in the financial area, and that lawfully carry out trading in financial instruments either through a branch or by providing services in this country, cf. Sections 41-43 of the Act on Fund Broker Companies and Investment Services and Activities. Subsection 2. The rules in Chapter 24 also apply to:
7. Companies that have permission as an insurance company under Section 11, subsection 1, of the Act on Financial Business, and that are members of a regulated market or a multilateral trading facility (MTF).
8. Operators with obligations under Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community, who are members of a regulated market or a multilateral trading facility (MTF).
9. Collective investment undertakings and pension funds, whether coordinated at Community level or not, and depositaries and managers of such undertakings, if these natural and legal persons are members of a regulated market or a multilateral trading facility (MTF).
10. Persons whose main occupation is not investment services or business as a credit institution or mortgage credit institution according to the Act on Financial Business, who trade for their own account with financial instruments or provide investment services with commodity derivatives or derivative contracts, cf. Annex 2, item 10, of the Act on Fund Broker Companies and Investment Services and Activities, to customers in their main occupation, regardless of whether such activity is accessory to their main occupation at group level, and regardless of whether these persons use an algorithmic high-frequency trading technique, if these persons are members of a regulated market or a multilateral trading facility (MTF). Subsection 3. The Minister of Industry may set rules stating that the Act's provisions for fund broker companies also apply to foreign credit institutions that are not covered by subsection 1, items 3 or 4, and that have been assigned membership of a regulated market in accordance with Section 74, subsection 3, or that have entered into an access agreement with a central securities depository (CSD).

Definitions Section 3. In this Act, the following terms are understood as:

1. Multilateral system: A multilateral system as defined in Article 2, subsection 1, item 11, of the European Parliament and of the Council Regulation on markets in financial instruments.
2. Regulated market: A multilateral system, cf. item 1, that is operated in accordance with the rules in Chapters 12-14, 22 and 23.
3. Multilateral trading facility (MTF): A multilateral system, cf. item 1, that is operated in accordance with the rules in Chapters 17, 18, 20, 22 and 23.
4. Organised trading facility (OTF): A multilateral system that is not a regulated market or a multilateral trading facility (MTF).
5. Market place: A regulated market, a multilateral trading facility (MTF) or an organised trading facility (OTF).
6. SME growth market (growth market for small and medium-sized enterprises): A multilateral trading facility (MTF) that is registered as an SME growth market in accordance with Section 110.
7. Operator of a regulated market: A natural or legal person that has been granted permission under Sections 59 or 127, and whose business consists of operating a regulated market.
8. Operator of a multilateral trading facility (MTF): An operator of a regulated market or a fund broker company that has been granted permission under Section 86 of this Act or Section 13, subsection 1, of the Act on Fund Broker Companies and Investment Services and Activities, and whose business consists of operating a multilateral trading facility (MTF).
9. Operator of an organised trading facility (OTF): An operator of a regulated market or a fund broker company that operates an organised trading facility (OTF).
10. Central securities depository (CSD): A central securities depository (CSD) as defined in Article 2, subsection 1, item 1, of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories.
11. Central counterparty (CCP): A central counterparty (CCP) as defined in Article 2, item 1, of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories.
12. Approved publication arrangement (APA): An approved publication arrangement (APA) as defined in Article 2, subsection 1, item 34, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.
13. Approved reporting mechanism (ARM): An approved reporting mechanism (ARM) as defined in Article 2, subsection 1, item 36, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.
14. Systematic internalizer: A fund broker company that, on an organized, frequent and systematic basis, trades for its own account with equity instruments by executing client orders outside a market place without operating a multilateral system, or that chooses to have the status of systematic internalizer.
15. Algorithmic trading: Trading in financial instruments where a computer algorithm automatically sets various order parameters with limited or no human intervention, except for systems that are exclusively used to send, process or confirm orders or process executed transactions after trading.
16. Direct electronic access: A scheme where a member or a customer of a market place grants a natural or legal person the right to use the member's or customer's trading code to send orders directly to the market place electronically through a direct market access or a sponsored access.
17. Algorithmic high-frequency trading technique: Algorithmic trading technique that is characterized by a) an infrastructure where the latency period for algorithmic order entry is shortened through colocation, proximity hosting or fast direct electronic access, b) a system where orders are placed, generated, directed or executed without human intervention in connection with each trade or order, and c) a high proportion of intraday messages that constitute orders, price quotes or cancellations.
18. Debt instrument: Bonds or other forms of negotiable debt instruments, cf. Section 4, subsection 1, item 1, letter b, except for securities that can be equated with shares in companies, or securities that, if converted or if the rights attached to them are exercised, give the right to acquire shares or securities that can be equated with shares.
19. Derivative: Financial instruments covered by Section 4, subsection 1, item 1, letter c, and items 4-10.
20. Commodity derivative: Commodity derivatives as defined in Article 2, subsection 1, item 30, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.
21. Clearing: Calculation of obligations and rights in an agreed exchange of services, whether this takes place in connection with netting, cf. item 25, or for each transaction separately.
22. Settlement: Exchange of services to fulfill the parties' obligations.
23. Participant: An institution, a central counterparty (CCP), a clearing firm, a clearing house, a system operator or a clearing member of a central counterparty (CCP) that has been granted permission in accordance with Article 17 of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories. According to the system's rules, the same participant can act as a central counterparty (CCP), clearing firm or clearing house or perform part or all of these tasks. An indirect participant can be considered a participant if this is justified by a system-related risk, which does not, however, limit the responsibility for the participant through which the indirect participant sends transfer orders to the system.
24. Indirect participant: An institution, a central counterparty (CCP), a clearing firm, a clearing house or a system operator that has entered into an agreement with a participant in a system, cf. item 26, that executes transfer orders, whereby the indirect participant becomes able to send transfer orders through the system, provided that the indirect participant is known to the system operator.
25. Netting: Conversion to a net claim