Order on Notification, Registration, Fees, and Publication in the Danish Business Authority

Order on Notification, Registration, Fees, and Publication in the Danish Business Authority 1)

Pursuant to Section 1a, subsections 1 and 2, Section 8, and Section 10, subsection 2, of the Act on the Procedure for Notification etc. of Certain Information to the Danish Business Authority, cf. Act Consolidation No. 1204 of 14 October 2013, Section 11, subsections 4 and 5, second sentence, of the Act on the Central Business Register, cf. Act Consolidation No. 1052 of 16 October 2019, as amended by Act No. 642 of 19 May 2020, Section 8a, subsections 1 and 2, Section 8b, Section 12, subsections 1-3, Section 13, subsections 1 and 2, Section 23b, subsection 5, Section 350, subsection 2, second sentence, and Section 367, subsection 4, of the Act on Limited Liability Companies (the Companies Act), cf. Act Consolidation No. 1168 of 1 September 2023, as amended by Act No. 639 of 11 June 2024, Section 2, subsection 4, Section 5a, subsections 1 and 2, Section 5b, Section 13, Section 14, subsections 1 and 2, Section 21, subsection 5, and Section 23, subsection 2, of the Act on Certain Commercial Enterprises (the Commercial Enterprises Act), cf. Act Consolidation No. 249 of 1 February 2021, as amended by Act No. 639 of 11 June 2024, Section 32 of Act No. 1284 of 9 December 2014 on Employee Investment Companies, Section 8, subsections 1 and 2, Section 9, subsections 1 and 2, Section 11, subsection 3, Section 19, subsections 2-4, and Section 20 of the Act on Commercial Foundations, cf. Act Consolidation No. 984 of 20 September 2019, Section 156, subsection 1, of the Financial Statements Act, cf. Act Consolidation No. 1441 of 14 November 2022, Section 136, subsection 7, of the Act on Alternative Investment Fund Managers etc., cf. Act Consolidation No. 2015 of 1 November 2021, Section 1 of the Act on the Administration of European Economic Interest Grouping Regulations, cf. Act Consolidation No. 667 of 1 July 2019, Section 17, subsection 2, of the Act on the European Company (SE Act), cf. Act Consolidation No. 735 of 5 July 2019, Section 15, subsection 2, of the Act on the European Cooperative Society (SCE Act), cf. Act Consolidation No. 658 of 1 July 2019, and Section 152, subsection 5, of the Public Procurement Act, cf. Act Consolidation No. 10 of 6 January 2023, it is hereby prescribed under authorization:

Chapter 1
Scope of Application

Section 1. Chapters 2-10 and 12-13 of this Order apply to the following enterprises, which according to company law legislation must be registered in the Danish Business Authority's IT system:
1) Capital companies:
a) Limited liability companies (aktieselskaber). b) Private limited companies (anpartsselskaber). c) Partnership limited companies (partnerselskaber).
2) Enterprises subject to supervision by the Danish Financial Supervisory Authority, or where the enterprise can only be operated with permission from the Danish Financial Supervisory Authority, and which are not limited liability companies but must be registered according to the rules for limited liability companies:
a) Savings and loan associations. b) Investment funds and SIKAVs. c) Cross-sector pension funds. d) Mutual insurance companies, except companies covered by Sections 301 and 302 of the Act on Financial Business. e) Company pension funds. f) Savings institutions.
3) Enterprises covered by the Commercial Enterprises Act.
4) Commercial foundations.
5) European Economic Interest Groupings.
6) SCE companies.
7) SE companies.
8) DSB (Danish State Railways).
9) Energinet.dk.
10) Naviair.
11) Danpilot.
12) Nordsøenheden.
13) Fjernforbindelsen Frederikssund.
14) Finansiel Stabilitet.
15) EKF Danish Export Credit.
16) Vækstfonden (The Growth Fund).
17) Capital funds and AIF-SIKAVs.
18) Employee investment companies.
19) Danish Export and Investment Fund.

Subsection 2. Chapters 2 and 11-13 of this Order apply to registrations made in the Danish Business Authority's IT system in accordance with tax and duty legislation.

Subsection 3. Section 5, subsection 3, Section 8, subsection 1, and Section 9 of this Order apply to legal entities that are not subject to a statutory duty to register but voluntarily choose to register in the Central Business Register, cf. Sections 6 and 8 of the Order on the Central Business Register and datacvr.virk.dk, and the production units associated with them, cf. Section 4 of the Act on the Central Business Register. Information regarding this is published on www.erhvervsstyrelsen.dk.

Chapter 2
General Provisions

Use of the Danish Business Authority's Self-Service Solution

Section 2. Establishments or changes to already registered information according to the rules of company law legislation must be notified to the Danish Business Authority via the self-service solution at www.virk.dk. This also applies to legal entities that must be registered according to the rules of tax and duty legislation or in case of changes to already registered information.

Subsection 2. Documents may only be reported via the self-service solution in machine-readable and searchable file formats. The file formats that can be used are Pdf, Jpg, Jpeg, Png, Doc, and Docx.

Subsection 3. For capital companies etc. that must have company capital registered, the Danish Business Authority may obtain documentation for the cash payment of capital digitally via the self-service solution.

Subsection 4. A notification may be decided by the Danish Business Authority through a digital immediate decision, or the case may be selected for manual case processing. The Danish Business Authority decides whether a case should be selected for manual case processing. The notifier receives a message when the case is decided.

Section 3. If a notification cannot exceptionally be made via the self-service solution, notification must be made using the company form at www.virk.dk. The same applies to legal entities that must be registered according to the rules of tax and duty legislation using a special form. Information regarding this is published on www.virk.dk.

Subsection 2. The form attached with documentation must be submitted digitally to the Danish Business Authority.

Subsection 3. If a form contains notification of changes in several matters, registration may be made collectively or separately for the individual matters.

Section 4. Publication of notifications and declarations etc. may take place to the extent that the Danish Business Authority's IT system is developed to handle the relevant type of notifications in the self-service solution. Information regarding this is published on www.erst.dk.

Subsection 2. Publication of company information in languages other than Danish, cf. Section 13, subsection 2, of the Companies Act, must take place at www.virk.dk.

Section 5. Notification or publication, cf. Sections 2-4, must take place in accordance with the conditions set out in the self-service solution at www.virk.dk.

Subsection 2. Access to the self-service solution uses the notifier's digital signature or NemID, unless the Danish Business Authority determines otherwise.

Subsection 3. If the Danish Business Authority has a justified presumption that there has been misuse of the self-service solution, the Authority may with immediate effect make a decision to close the notifier's access to making and participating in immediate registrations via the self-service solution.

Subsection 4. If the Danish Business Authority has a justified presumption that there has been misuse of the access to declare payment of company capital in the self-service solution according to Section 18, subsections 4 and 5, the Authority may with immediate effect make a decision to close the capital approver's access to making and participating in immediate registrations via the self-service solution.

Subsection 5. A notifier or capital approver who has had their access to making and participating in immediate registrations closed, cf. subsections 3 and 4, will still be able to make notifications or capital approvals via the self-service solution. The case is selected for manual case processing. Section 2, subsection 4, third sentence, applies correspondingly.

Subsection 6. The Danish Business Authority may, upon request or on its own initiative, make a decision to re-establish a notifier's or capital approver's access to making immediate registrations.

Section 6. As a notifier, an enterprise, cf. Section 1, or a person authorized by the enterprise, may gain access to make notifications of registrable information or publication of company documents, notifications, or declarations etc., cf. Sections 2-4, if the enterprise or person:
1) is accepted by the Danish Business Authority as a user,
2) has entered into an agreement with the Danish Business Authority regulating the detailed rules for the use of the self-service solution at www.virk.dk, or
3) uses a digital signature or NemID accepted by the Danish Business Authority.

Subsection 2. If the notifier is an enterprise, the notifier's CVR number must be stated in the notification.

Subsection 3. In the commercial notification of the establishment of an enterprise for others, the notifier must confirm being either a lawyer, an approved auditor, or registered in the Register for the Prevention of Money Laundering, as the creator of companies, enterprises, or other legal persons.

Exemption from Digital Communication

Section 7. Enterprises, cf. Section 1, and natural persons who, according to the legislation for the enterprises mentioned in Section 1, must be registered, may be exempted from the requirement for digital communication, cf. Sections 2-6, if the enterprise, a person authorized by the enterprise, or the natural person themselves declare that it concerns a person without a Danish CPR number or a company with domicile abroad that cannot obtain a Danish digital signature.

Subsection 2. The Danish Business Authority may also exempt an enterprise or a natural person from the requirement for digital communication if there are significant reasons preventing or unnecessarily complicating digital communication. Requests for this must be sent to the Danish Business Authority.

Subsection 3. Exemption according to subsections 1 and 2 is valid for 2 years. After the expiration of the exemption, an enterprise may request a renewed exemption. The application must be submitted to the Danish Business Authority no later than one month before the expiration of the granted exemption.

Subsection 4. In case of exemption, communication may take place via ordinary post.

Subsection 5. Enterprises and persons exempted from the requirement for digital communication must use the Danish Business Authority's company forms when notifying the establishment or changes to already registered information, as well as the publication of notifications and declarations etc. according to the rules of company law legislation. The company form is sent to the exempted enterprise or person upon request. Notification must be made via ordinary post within the deadline specified in the company law legislation for the matter.

Subsection 6. The Danish Business Authority maintains a register of exemptions granted according to subsections 1 and 2.

Notifier Responsibility

Section 8. The enterprise authorizes the notifier to act as an agent on behalf of the enterprise in relation to the Danish Business Authority and to sign the notification of matters that must be registered according to company law legislation.

Subsection 2. In the notification of matters that must be registered according to tax and duty legislation, the notification must be signed by the persons authorized to sign for the enterprise or by a person whom the enterprise has granted power of attorney for this purpose.

Subsection 3. The Danish Business Authority may require that documentation be reported proving that the notification or registration in the Danish Business Authority's self-service solution at www.virk.dk was lawfully made, cf. Section 2 of the Act on the Procedure for Notification etc. of Certain Information to the Danish Business Authority.

Section 9. The notifier guarantees that the notification was lawfully made, including that proper power of attorney exists, and that the documentation attached to the notification is valid.

Subsection 2. Subsection 1 applies correspondingly to the publication of notifications and declarations etc., cf. Section 4.

Subsection 3. In the notification of cash capital contribution, the notifier guarantees that proper documentation in the form of bank statements exists, documenting that the company capital including any premium has been paid. Printouts from online banking do not constitute sufficient documentation.

Language Requirements

Section 10. The information registered in the Danish Business Authority's IT system must be in Danish.

Subsection 2. The documents that, according to company law legislation, must be attached to a notification or published in the Central Business Register, must be in Danish, Norwegian, or Swedish, cf. however subsections 3-5.

Subsection 3. For capital companies and limited liability enterprises, documents attached to a notification or published in the Central Business Register may be in English. However, articles of association and establishment documents must be in Danish, Norwegian, or Swedish.

Subsection 4. For branches of foreign capital companies and limited liability enterprises, the documents that must be attached to a notification may be in Danish, Norwegian, Swedish, or English. However, the company's and branch's purpose and signing rules must be in Danish for registration purposes.

Subsection 5. The Danish Business Authority may demand a translation into Danish of all documents attached to a notification, cf. subsections 2-4.

Registration Certificate and Fee for Registration

Section 11. When the registration of the notified matter is completed, confirmation of the registration and an extract of the registered information (registration certificate) is sent to the notifier.

Subsection 2. An overview of the enterprise forms covered by the registration fee, as well as the currently fee-bearing registrations and applicable rates, is available at www.erhvervsstyrelsen.dk.

Subsection 3. For fee-bearing registrations, a fee demand is sent to the notifier, who is liable for the fee to the Danish Business Authority according to the rates set, cf. subsection 2.

Subsection 4. Payment of the registration fee must be made in the manner indicated by the Danish Business Authority.

Subsection 5. If the payment deadline is exceeded, a reminder fee will be imposed to cover the Danish Business Authority's costs in connection with the reminder procedure. If the registration fee plus the reminder fee continues to be unpaid, the fee claim is transferred to debt collection. The currently applicable rates for reminder fees are available at www.erhvervsstyrelsen.dk.

Subsection 6. The Danish Business Authority may collect the fee according to subsections 3 and 5 on a monthly basis.

Subsection 7. If a notification does not lead to registration, no fee is payable. Any prepaid fee is returned.

Dispatch of Letters etc. from the Danish Business Authority

Section 12. The Danish Business Authority may issue documents pursuant to company law legislation or regulations issued pursuant thereto with a machine-generated or otherwise reproduced signature or with a digital signature or NemID, ensuring unique identification of the person who issued the decision or document.

Subsection 2. The following digitally generated letters are sent only with the Danish Business Authority indicated as the sender:
1) Receipts for receipt of reports.
2) Receipts for completed registrations.
3) Digitally generated extracts from the Central Business Register.
4) Letters of compulsory dissolution.
5) Letters regarding deletion of partnerships or limited partnerships from the Danish Business Authority's register.

Subsection 3. Documents that are not digitally generated, where receipts, reminders, or other case processing steps that are not significant are taken, may be sent only with the Danish Business Authority indicated as the sender.

Subsection 4. The Danish Business Authority may send letters etc. to enterprises and persons regarding matters covered by company law legislation or regulations issued pursuant thereto in the following ways:
1) As digital mail to the enterprise's or person's digital mailbox in Digital Post, linked to the enterprise's CVR number or the person's CPR number, unless the enterprise or person is exempted from connection to Digital Post.
2) Via email to an email address provided by the enterprise or person in connection with a specific case or inquiry.
3) As paper-based mail to the enterprise's domicile address or the person's residence address.

Public Access

Section 13. In the Central Business Register, registrable information about the enterprise and information about the receipt of company documents that must be published according to the rules of company law legislation are published, cf. however subsection 2. The same applies to registrations made according to the rules of tax and duty legislation.

Subsection 2. Information about CPR numbers or equivalent identification numbers and citizenship is not published in the Central Business Register.

Subsection 3. Registrations etc. according to the rules of company law legislation, which are published in the Central Business Register, are deemed to have come to the knowledge of third parties.

Subsection 4. Information and documents registered in the Danish Business Authority's IT system may be made available via the Business Register Interconnection System (BRIS) on the European e-Justice portal https://e-justice.europa.eu/.

Section 14. Company documents received by the Danish Business Authority are publicly accessible. This does not apply to documents exempted from public access according to the Public Access to Records of Public Administration Act or the Administration of Justice Act, including the following documents:
1) Certificates regarding personal matters.
2) Financial statements that are not publicly accessible according to law.
3) Information about the commercial and operational matters of commercial foundations or similar, which the Authority possesses according to Section 17 or Section 24 of the Act on Commercial Foundations, to the extent that it is of significant economic importance to the foundation that the information is exempted from public inspection, cf. the Act's Section 20, cf. the Public Access to Records of Public Administration Act's Section 30.

Subsection 2. For commercial foundations, the provision in subsection 1, first sentence, applies only to the extent that the Danish Business Authority determines it for the following:
1) The information that the Authority instructs the auditor to provide regarding the foundation's matters according to Section 75 of the Act on Commercial Foundations.
2) The report that the auditors must provide according to Section 25, subsection 4, of the Act on Commercial Foundations, cf. the Administration of Justice Act's Section 14, subsection 1, no. 3.

Fee for Ordering Company Documents etc.

Section 15. Extracts of information about enterprises and photocopies or prints of any microfilm of the documents, cf. Section 14, subsection 1, which are publicly accessible, can be ordered in the Central Business Register. An extract of a service certificate for use in participation in procurement can be ordered at www.virk.dk.

Subsection 2. Payment is charged for information, cf. subsection 1, cf. however subsection 3. The currently applicable rates are available at www.erhvervsstyrelsen.dk. Payment is collected subsequently, cf. however subsection 4, second sentence. Section 11, subsections 4 and 5, apply correspondingly. Payment of the fee for the service certificate, cf. subsection 1, second sentence, may be collected on a monthly basis.

Subsection 3. No payment is charged for extracts of information about plans for cross-border mergers, divisions, and conversions, cf. the Companies Act's Section 279, subsection 1, no. 1, Section 299, subsection 1, no. 1, and Section 318g, subsection 1, no. 1.

Subsection 4. Anyone may, after entering into an agreement with the Danish Business Authority on terms set in the agreement, gain access to information and documents in the Central Business Register, cf. subsection 2. The Danish Business Authority may determine that user access to information and documents in the Central Business Register requires payment with electronic payment methods.

Chapter 3
Registration of Capital Companies and Enterprises Subject to Supervision by the Danish Financial Supervisory Authority, or Where Business Can Only Be Operated with Permission from the Danish Financial Supervisory Authority

Section 16. Notification of an establishment must for the capital company at least indicate the following:
1) Name and any middle names.
2) Industry and any sub-industries.
3) Address and municipality of domicile.
4) Date of establishment and articles of association, purpose, and signing rules.
5) Financial year and first financial period.
6) Size of company capital and method of payment, size of paid-in capital if only part of the company capital or premium is paid, cf. the Companies Act's Section 40, subsection 2, and size of any premium amount.
7) Founders, owners, management members, and any alternates, cf. Section 17.
8) Auditor, cf. Section 17, if the company is subject to audit requirements according to the Financial Statements Act or other legislation.
9) For partnership limited companies, the fully liable partners, cf. Section 17, and the size of each partner's potential contribution.

Subsection 2. In the notification of establishments of enterprises subject to supervision by the Danish Financial Supervisory Authority, or where business can only be operated with permission from the Danish Financial Supervisory Authority, subsection 1 applies correspondingly with the necessary adjustments.

Subsection 3. For investment funds and SIKAVs, the depositary and its potential investment management company must also be indicated, cf. Section 17.

Section 17. The registration of natural and legal persons in connection with a capital company, which is a founder, owner, management member etc., must indicate full name, function in the company, CPR number, citizenship at birth, residence address and country for natural persons, or name, CVR number, and domicile for legal persons.

Subsection 2. If the natural person does not have a CPR number or the legal person does not have a CVR number, the following must be indicated:
1) For persons without a CPR number, information about date of birth, citizenship at birth, gender, passport number or number from a national identity card that can be used for entry into a Schengen country, and issuing country of the passport or national identity card must be entered in connection with the registration. A photo of a valid passport or national identity card that can be used for entry into a Schengen country must be attached to the notification.
2) For legal persons without a CVR number, the company register in which the legal person is registered and the registration number must be indicated, as well as information about the relevant party's potential tax identification number in the home country. Official proof, not older than 3 months, that the legal person is lawfully existing in the home country must be attached to the notification.

Section 18. The notification must be attached with the following documentation:
1) The establishment document, including the company's dated articles of association, and any other documents created in connection with the establishment.
2) Documentation for the payment of company capital, cf. subsections 4 and 5.

Subsection 2. The Danish Business Authority provides templates for the preparation of establishment documents and articles of association for private limited companies on the joint public platform Virksomhedsguiden.

Subsection 3. If a private limited company is established by natural persons using templates, cf. subsection 2, the notification is processed within five business days. In all other cases, the notification of the establishment of a private limited company is processed within ten business days. If the specified deadlines cannot be met, the notifier is notified of this.

Subsection 4. As documentation for the cash payment of company capital in the notification, one of the following parties (the capital approver) must declare in the Danish Business Authority's IT system that the company capital has been paid no later than at the time of notification:
1) A declaration from a credit institution that the company capital including any premium has been deposited in a bank account belonging to the capital company.
2) A declaration from a lawyer that the company capital including any premium has been deposited in the lawyer's client account, or that the capital has been deposited in a bank account belonging to the capital company.
3) A declaration from an approved auditor...