Order on Third-Party Payments and Related Matters

Order on Third-Party Payments and Related Matters 1)

Pursuant to Section 45, subsections 2 and 3, Section 48, subsection 4, and Section 270, subsection 1, of the Act on Securities Dealing Companies and Investment Services and Activities, cf. Statutory Order No. 467 of 26 April 2026, Section 50, subsection 3, and Section 373, subsection 4, of the Act on Financial Business, cf. Statutory Order No. 432 of 16 April 2026, and Section 7, subsection 2, and Section 26, subsection 4, of the Act on Investment Advisors and Mortgage Credit Brokers, cf. Statutory Order No. 1537 of 18 November 2025, the following is enacted:

Chapter 1
Scope of Application

Section 1. This Order applies to the following businesses, subject to subsections 2-4:

1. Credit institutions, mortgage credit institutions, and securities dealing companies that provide or perform investment services and activities.

2. Management companies for alternative investment funds and managers of alternative investment funds, when they provide investment services or ancillary services pursuant to their authorization.

3. Investment advisors covered by the Act on Investment Advisors and Mortgage Credit Brokers.

4. Investment firms and credit institutions that have been granted authorization for investment services or activities in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, and which conduct business in this country through a branch or a related agent established in this country.

5. Administration companies and managers of alternative investment funds, when they provide investment services or ancillary services pursuant to their authorization, in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, and which conduct business in this country through a branch.

6. Branches of credit institutions and investment firms that have been granted authorization for investment services or 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 sector, when the branch conducts such business in this country.

7. Credit institutions and investment firms that have been granted authorization for investment services or 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 sector, when this is conducted as cross-border activities without establishing a branch.

Subsection 2. Sections 3 and 5 apply to credit institutions in connection with a customer's savings in funds covered by rules issued pursuant to Section 50, subsection 4, first sentence, of the Act on Financial Business.

Subsection 3. The Order does not apply when the business executes orders for customers' accounts, trades for its own account, or receives and transmits orders from customers, if the customer is an eligible counterparty, cf. Annex 2 to the Order on Investor Protection in Securities Trading.

Subsection 4. The Order does not apply to transactions entered into in accordance with the rules applicable to a multilateral trading facility, between its members or participants or between a multilateral trading facility and its members or participants, insofar as it concerns the use of a multilateral trading facility in this country or in other countries within the European Union or in a country with which the Union has concluded an agreement in the financial sector. However, the Order applies to members or participants of a multilateral trading facility when they execute orders on behalf of their customers through the systems of the multilateral trading facility.

1. The Order contains provisions that implement parts of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, OJ EU 2014, No. L 173, page 349, and Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions, and defined terms for the purposes of that Directive, OJ EU 2017, No. L 87, page 500, parts of Directive (EU) 2021/338 of the European Parliament and of the Council of 16 February 2021 amending Directive 2014/65/EU as regards disclosure requirements, product governance and position limits, and of Directives 2013/36/EU and (EU) 2019/878, insofar as they apply to investment firms, with a view to contributing to recovery from the COVID-19 crisis, OJ EU 2021, No. L 68, page 14, and parts of Directive (EU) 2024/2811 of the European Parliament and of the Council of 23 October 2024 amending Directive 2014/65/EU with a view to making public capital markets in the Union more attractive for companies and facilitating access to capital for small and medium-sized enterprises and repealing Directive 2001/34/EC, OJ EU L of 14 November 2024.

Statutory Gazette A
2026 Published on 31 July 2026
24 July 2026. No. 679.
Ministry of Taxation and Growth,
Danish Financial Supervisory Authority, ref. no. 25-024985 DW000056

Section 2. In this Order, the following definitions apply:

1. Business: The businesses mentioned in Section 1, subsections 1 and 2.

2. Investment services and activities: Services and activities as mentioned in Annex 1, Section A, in connection with the financial instruments listed in Annex 2 to the Act on Securities Dealing Companies and Investment Services and Activities. Insofar as it concerns managers of alternative investment funds, the services mentioned in Section 8, subsections 3 and 4, of the Act on Managers of Alternative Investment Funds etc.

3. Ancillary services: Services as mentioned in Annex 1, Section B, in connection with the financial instruments listed in Annex 2 to the Act on Securities Dealing Companies and Investment Services and Activities.

4. Discretionary portfolio management: Service as mentioned in Annex 1, Section A, item 4, of the Act on Securities Dealing Companies and Investment Services and Activities. Insofar as it concerns managers of alternative investment funds, service as mentioned in Section 8, subsection 4, item 1, of the Act on Managers of Alternative Investment Funds etc.

5. Investment advice: Personal recommendations to a customer, either upon request or on the initiative of the business, of one or more transactions in connection with either financial instruments as mentioned in Annex 2 to the Act on Securities Dealing Companies and Investment Services and Activities, or structured deposits.

6. Independent investment advice: Advice on a broad range of financial instruments available on the market, which differ in type and issuers or product providers, so as to ensure that the customer's investment objectives are met appropriately. The financial instruments must not be limited to financial instruments issued or offered by the business itself or by other legal entities that either have close links with the business or have such close legal or economic ties with the business that this could entail a risk of weakening the independent basis of the advice provided, cf. Section 47 of the Act on Securities Dealing Companies and Investment Services and Activities.

7. Durable medium: A tool that enables the user to store information addressed personally to them with the possibility of future use for a period adapted to the purpose of the information, and which provides the possibility of unchanged reproduction of the stored information.

8. Research:
   a) Research material or research services in connection with one or more financial instruments or other assets, or issuers or potential issuers of financial instruments, or research material or research services closely linked to a specific industry or a specific market, such that it informs the perception of financial instruments, assets, or issuers within the relevant industry or market. b) Material or services that can be used to inform an investment strategy and are relevant and capable of adding value to the investment firm's decisions on behalf of customers who pay for the research, when the material or services explicitly or implicitly contain recommendations or proposals for an investment strategy and provide a reasoned opinion on the current or future value or price of financial instruments or assets or otherwise contain analyses and new knowledge and reach conclusions based on new or existing information.

Chapter 2
Discretionary Portfolio Management and Independent Investment Advice Receipt and Transmission of Fees, Commissions, or Other Monetary or Non-Monetary Benefits

Section 3. A business that provides discretionary portfolio management or provides independent investment advice, and which in connection with the provision of the relevant service to the customer receives fees, commissions, or other monetary or non-monetary benefits from a third party, must transmit these fees, commissions, or other monetary or non-monetary benefits to the customer as soon as possible after receipt, subject to Section 5.

Subsection 2. The business must have procedures that ensure that received fees, commissions, or other monetary or non-monetary benefits are transmitted to the customer in accordance with subsection 1, and must periodically inform the customer about such payments.

Payment of Fees, Commissions, or Non-Monetary Benefits

Section 4. A business that provides discretionary portfolio management or independent investment advice must not, in connection with the provision of the relevant service to the customer, pay fees, commissions, or non-monetary benefits to a third party, subject to subsection 3, unless all of the following conditions are met:

1. The fee, commission, or non-monetary benefit is designed with the aim of increasing the quality of the relevant service that the business provides to the customer, cf. Section 7.

2. The fee, commission, or non-monetary benefit does not give rise to conflicts of interest with the business's duty to act honestly, fairly, and professionally in accordance with the customer's best interests.

3. The business has informed the customer in advance of the provision of the relevant service about the fee, commission, or non-monetary benefit, cf. Section 9, subsection 1, items 1 and 2.

Subsection 2. The business must meet the requirements in subsection 1, item 1, cf. Section 7, on an ongoing basis and as long as the business pays fees, commissions, or non-monetary benefits.

Subsection 3. Subsection 1 does not include fees, commissions, or non-monetary benefits that make it possible or are necessary for the business's provision of discretionary portfolio management or independent investment advice, such as custody fees, settlement and conversion fees, statutory levies and salaries, and which due to the nature of the fee, commission, or non-monetary benefit do not give rise to conflicts of interest with the business's duty to act honestly, fairly, and professionally in accordance with the customer's best interests.

Low-Value Non-Monetary Benefits

Section 5. If a non-monetary benefit can increase the quality of the business's service to the customer, a business may, notwithstanding Section 3, subsection 1, receive the following low-value non-monetary benefits from a third party:

1. Information and documentation about a financial instrument, an investment service, or an ancillary service, which is of a general nature or tailored to the individual customer's circumstances.

2. Written material from a third party, commissioned and paid for by an issuer of financial instruments, with the aim of promoting the new issuance of financial instruments, provided that the connection between the third party and the issuer is clearly stated in the material and the material is made available at the same time to all businesses wishing to receive it, or to the general public.

3. Participation in conferences, seminars, and other educational events on one or more financial instruments or one or more investment services.

4. Catering of insignificant value at a business meeting or an event etc. as mentioned in item 3.

5. Other low-value non-monetary benefits that can increase the quality of the service provided to the customer.

Subsection 2. Low-value non-monetary benefits must be reasonable and proportionate and of such magnitude that they do not give rise to conflicts of interest with respect to the business's duty to act honestly, fairly, and professionally in accordance with the customer's best interests.

Subsection 3. The business must inform the customer that the business has received low-value non-monetary benefits before the provision of the relevant investment service or ancillary service. Low-value non-monetary benefits may be described in a general manner in accordance with Section 9, subsection 1, item 1.

Chapter 3
Non-Independent Investment Advice and Other Investment Services Receipt or Payment of Fees, Commissions, or Non-Monetary Benefits

Section 6. A business that provides other investment services or ancillary services other than those mentioned in Section 3, subsection 1, must not, in connection with the provision of the relevant service to the customer, receive or pay fees, commissions, or non-monetary benefits from or to a third party, subject to subsection 3, unless all three of the following conditions are met:

1. The fee, commission, or non-monetary benefit is designed with the aim of increasing the quality of the service that the business provides to the customer, cf. Section 7.

2. The fee, commission, or non-monetary benefit does not give rise to conflicts of interest with the business's duty to act honestly, fairly, and professionally in accordance with the customer's best interests.

3. The business has informed the customer in advance of the provision of the relevant service about the fee, commission, or non-monetary benefit, cf. Section 9, subsection 1, items 1 and 2.

Subsection 2. The business must, where relevant, inform the customer about mechanisms for the transfer to the customer of fees, commissions, and monetary and non-monetary benefits received in connection with the provision of the investment service or the provision of the ancillary service.

Subsection 3. The business must meet the requirements in subsection 1, item 1, cf. Section 7, on an ongoing basis, as long as it pays or receives fees, commissions, or non-monetary benefits.

Subsection 4. Subsection 1 does not include fees, commissions, or non-monetary benefits that make it possible or are necessary for the business's provision of investment services or ancillary services, such as custody fees, settlement and conversion fees, statutory levies and salaries, and which due to their nature do not give rise to conflicts of interest with the business's duty to act honestly, fairly, and professionally in accordance with the customer's best interests.

Chapter 4
Investment Services and Ancillary Services
Quality-Enhancing Services

Section 7. Fees, commissions, or non-monetary benefits are considered to be designed with the aim of increasing the quality of an investment service or ancillary service that a business provides to the customer, if the following conditions are met:

1. The fee, commission, or non-monetary benefit is justified by the provision of an additional service or a higher-level service to the customer, which is proportional to the size of the received fees, commissions, or non-monetary benefits.

2. The fee, commission, or non-monetary benefit does not directly benefit the business, or its shareholders or employees, without the customer deriving noticeable benefit therefrom.

3. Ongoing fees, commissions, or non-monetary benefits are justified by the ongoing provision of an additional service or a higher-level service to the customer.

Subsection 2. Fees, commissions, or non-monetary benefits are not considered acceptable if the provision of relevant services to the customer is affected or distorted as a result of the fee, commission, or non-monetary benefit.

Subsection 3. An additional service or a higher-level service, cf. subsection 1, item 1, may for example be:

1. Provision of non-independent investment advice on, and access to, a broad range of suitable financial instruments, including a suitable number of financial instruments from product providers that do not have close links with the business.

2. Provision of non-independent investment advice combined with
   a) an offer to the customer to assess at least once a year the continued suitability of the financial instruments the customer has invested in, or b) another ongoing service that can be presumed to be of value to the customer.

3. Provision of access to a broad range of financial instruments at a competitive price, which the business presumes meets the customer's needs, including a suitable number of financial instruments from product providers that do not have close links with the business, together with the provision of tools with added value.

Chapter 5
Documentation

Section 8. A business must possess documentation that the conditions in Section 7 are met by

1. keeping an internal list of received fees, commissions, or non-monetary benefits to or from third parties, and

2. registering how such fees, commissions, or non-monetary benefits increase the quality of the service delivered to the customer, and what measures have been taken for the business to comply with its duty to act honestly, fairly, and professionally in accordance with the customer's best interests.

Information to Customers

Section 9. A business must provide a customer with the following information about fees, commissions, or non-monetary benefits received from or paid to third parties:

1. Before the provision of the relevant investment service or ancillary service, the business must provide the customer with information about fees, commissions, or non-monetary benefits. Low-value non-monetary benefits may be described in a general manner. Non-monetary benefits that are not of low value must be priced and stated separately.

2. If the business cannot determine in advance the size of the fees, commissions, or non-monetary benefits received or paid, the business must instead inform the customer in an accurate and understandable manner about which method is used to calculate the expected amount, before the provision of the relevant investment service or ancillary service. The business must subsequently provide the customer with information about the exact amount.

3. At least once a year, and as long as ongoing fees, commissions, or non-monetary benefits are received by the business in connection with the provision of investment services or ancillary services, the business must inform the customer about the exact size of the fees, commissions, or non-monetary benefits received or paid. Low-value non-monetary benefits may be described in a general manner.

Subsection 2. In observing the disclosure obligations in subsection 1, regard must be had to the rules on costs and fees, including formal requirements, in the Order on Investor Protection in Securities Trading and Article 50 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016.

Subsection 3. If several businesses are part of the same distribution channel, the obligations in subsections 1 and 2 apply to the individual business providing investment services or ancillary services.

Chapter 6
Research from Third Parties

Section 10. A research report prepared by a business or by a third party and used by or distributed to businesses, their customers, or potential customers, must be fair, clear, and not misleading. The research must clearly be identifiable as research or equivalent, provided that all conditions set out in Commission Delegated Regulation (EU) 2017/565, which apply to research, are met.

Subsection 2. For the purposes of subsection 1 of this provision and Sections 17 and 18 of this Order, trading comments and other tailored trading advisory services that are inextricably linked to the execution of a transaction in financial instruments are not considered research.

Section 11. A business that provides discretionary portfolio management or other investment services or ancillary services to the customer may receive research from third parties, without these being considered fees, commissions, or non-monetary benefits covered by Section 3, subsection 1, Section 4, subsection 1, and Section 6, subsection 1, in the following cases:

1. The research is paid for directly by the business.

2. The research is paid for from a separate research payment account controlled by the business, if
   a) the research payment account is financed by a specific research fee charged to the customer, cf. Section 12, b) the business establishes a research budget that is regularly assessed, cf. Section 13, c) the business is responsible for the research payment account, cf. however Section 14, and d) the business regularly assesses the quality of the purchased research based on solid quality criteria and their ability to contribute to better investment decisions, cf. Section 15.

Subsection 2. If the business uses a research payment account as mentioned in subsection 1, item 2, the following information must be given to the customer:

1. Information about the budgeted amount for research and the size of the estimated research fee charged to the customer. The information must be provided before the provision of an investment service or ancillary service.

2. Annual information about the total costs the customer has incurred for research from third parties.

§ 12. A company may only charge an analysis fee as referred to in Section 11, subsection 1, item 2, letter a, if the company has entered into an agreement with the customer regarding this, including an agreement on the size of the fee and the frequency with which the fee will be deducted from the customer's funds during the year. The terms of the agreement must also appear in the company's customer agreement or general business terms.

Subsection 2. The analysis fee must be based on the analysis budget that the company has established pursuant to Section 11, subsection 1, item 2, letter b, and must not be linked to the quantity or value of transactions carried out on behalf of the company's customers.

Subsection 3. The total amount of received analysis fees must not exceed the analysis budget.

Subsection 4. The company must have procedures that ensure that surplus funds on the analysis payment account are passed on to the customer or offset against the analysis budget and the calculated analysis fee charged to the customer for the following period.

Subsection 5. If the company charges an analysis fee to the customer simultaneously with payment for the execution of a transaction, the company must specify the fee as a separate identifiable analysis fee.

§ 13. A company must manage its analysis budget as referred to in Section 11, subsection 1, item 2, letter b, based on a reasonable assessment of the need for analyses from third parties.

Subsection 2. Increases in the analysis budget may only take place when the company has provided clear information to the customer regarding this.

Subsection 3. The company must maintain appropriate control over the use of the analysis budget for the purchase of analyses to ensure that the analysis budget is managed and used fairly and professionally in accordance with the customer's best interests. Control includes a clear audit trail in payments to suppliers of analyses, and how the paid amounts are determined in accordance with the quality criteria in Section 11, subsection 1, item 2, letter d.

Subsection 4. The company's senior management must supervise the use of the analysis budget for the purchase of analyses to ensure that the analysis budget is managed and used fairly and professionally and in accordance with the customer's best interests.

Subsection 5. The company must not use the analysis payment account to finance internal analyses.

§ 14. A company may outsource the administration of the analysis payment account, cf. Section 11, subsection 1, item 2, letter c, to a third party. Such outsourcing presupposes that the outsourcing agreement supports the purchase of analyses from third parties, and that payment for analyses takes place without undue delay in accordance with the company's instructions.

§ 15. A company must set criteria for use in assessing the quality of purchased analyses, cf. Section 11, subsection 1, item 2, letter d. A description of the criteria must be sent to the company's customers. The description must, among other things, show to what extent analyses purchased via the analysis payment account can benefit the customers' portfolios, including, where relevant, by taking into account investment strategies applicable to different portfolio types. The description must also indicate the procedure that the company will use to allocate these costs fairly among the different customers' portfolios.

§ 16. A company must, if it uses an analysis payment account as referred to in Section 11, subsection 1, item 2, upon request from a customer, provide the customer with an overview containing all of the following information:

1. The suppliers paid from the analysis payment account.
2. The total amount that has been paid out from the analysis payment account during a specified period.
3. The services received by the company.
4. How the total amount used from the analysis payment account relates to the budget that the company has established for the period, the company must provide information about any form of discount or carry-forward of remaining funds on the account.

§ 17. A company that provides discretionary portfolio management or other investment services or ancillary services to the customer may receive analyses from third parties without this being contrary to the company's obligation to act honestly, fairly, and professionally and in its customers' best interests, if:

1. An agreement has been entered into between the company and the third-party provider of order execution services and analyses, in which a method for remuneration is established, including how the total costs of analyses are generally taken into account when setting the total fees for investment services.
2. The company notifies its customers of its choice to pay either collectively or separately for order execution services and analyses and gives them access to its policy for payments for order execution services and analyses, including what type of information can be provided depending on the company's choice of payment method, and, if relevant, how the company prevents or handles conflicts of interest when using a method of collective payment for order execution services and analyses.
3. The company annually assesses the quality, usefulness, and value of the analyses used and the ability of the analyses used to contribute to better investment decisions.
4. The company, where it chooses to pay separately for order execution services and third-party analyses, receives third parties' delivery of analyses to the company in return for one of the following:
   a) direct payments from the company out of its own funds, or b) payments from a separate analysis payment account controlled by the company.

Subsection 2. When a company receives analyses from an analysis provider that does not provide order execution services and is not part of a financial group that includes a company offering order execution or brokerage services, the delivery of such analyses to the company is considered to fulfill the obligations to act honestly, fairly, and professionally and in its customers' best interests. In such cases, the company must fulfill the requirement in subsection 1, item 3, of this provision.

Subsection 3. If the company is aware of this, the company maintains a register of the total costs that can be attributed to third-party analyses that the company receives. Upon request, such information is made available to the company's customers on an annual basis.

§ 18. A company that provides discretionary portfolio management or other investment services or ancillary services must ensure that the analyses that the company distributes to customers or potential customers, and which are paid for wholly or partly by an issuer, are only designated as "issuer-sponsored analysis" if they are prepared in accordance with the EU Code of Conduct for Issuer-Sponsored Research.

Subsection 2. A company that prepares or distributes issuer-sponsored research must have implemented organizational arrangements to ensure that such analyses are prepared in accordance with the EU Code of Conduct for Issuer-Sponsored Research and comply with Section 10 of this Order and subsections 1 and 5 of this provision.

Subsection 3. The issuer of issuer-sponsored research may submit such research, cf. subsection 1, to the Danish Financial Supervisory Authority. The issuer-sponsored research must be accompanied by metadata specifying that the information is in accordance with the EU Code of Conduct for Issuer-Sponsored Research. Such research is not considered to be regulated information as referred to in Directive 2004/109/EC or investment research as referred to in the Markets in Financial Instruments Directive and is therefore not subject to the same degree of regulatory control as regulated information or investment research.

Subsection 4. For research designated as "issuer-sponsored research," the issuer must clearly and visibly state on the front page that they are prepared in accordance with the EU Code of Conduct for Issuer-Sponsored Research. Any other research material that is paid for wholly or partly by the issuer but is not prepared in accordance with the aforementioned EU Code of Conduct for Issuer-Sponsored Research must be designated as marketing material.

Chapter 7
Execution of Orders

§ 19. A company that executes orders must specify separate fees associated with such orders, which exclusively reflect the costs associated with the execution of the order.

Subsection 2. If the company provides other services than those mentioned in subsection 1 to a company established within the European Union, the payment for these services must be specified as a separate identifiable payment and must not be influenced by or conditional on the size of the payment for the execution of orders.

Chapter 8
Formal Requirements for Delivery of Information

§ 20. Information provided by a company to a customer, including potential customers, pursuant to this Order, must be provided in accordance with the disclosure requirements in the Order on Investor Protection in Securities Trading and subsections 2 and 3.

Subsection 2. If information addressed personally to the customer is delivered on a durable medium other than paper, the use of another durable medium must be appropriate in relation to the manner in which the business between the company and the customer is conducted.

Subsection 3. If information not addressed personally to the customer is delivered via the company's website, the following conditions must be met:

1. The use of a website must be appropriate in relation to the manner in which the business between the company and the customer is conducted.
2. The customer must have consented to the delivery of information via a website.
3. The customer must be informed of the website address and where on the website the information can be found.
4. The information must be up to date.
5. The information must be available on the website for the period during which it may reasonably be expected that the customer needs to be able to read the information.

Chapter 9
Penalties

§ 21. A fine shall be imposed on anyone who fails to comply with orders pursuant to Sections 3-18.

Subsection 2. Violation of Section 3, Section 4, subsection 1, Section 6, subsection 1, and Section 9 shall be punished by a fine.

Subsection 3. Companies and other legal persons may be subject to criminal liability pursuant to the rules in Chapter 5 of the Penal Code.

Entry into Force

§ 22. This Order enters into force on August 4, 2026.

Subsection 2. Order No. 2178 of November 26, 2021, on third-party payments and related matters is repealed.

Ministry of Tax and Growth, July 24, 2026
Jakob Engel-Schmidt
/ Hans Høj